Representations and Warranties of the Operator. The Operator represents and warrants to the Authority that:
5.1.1 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
5.1.2 It has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein;
5.1.3 It has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this agreement;
5.1.4 Along with its Associates, it has the financial standing and capacity to undertake the Project;
5.1.5 the obligations of the Operator under this Agreement will be legally valid, binding and enforceable against it in accordance with the terms hereof;
5.1.6 It is subject to laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;
5.1.7 All the information furnished in the Bid is, and shall be true and correct as on the Appointed Date and true, correct and accurate in all respects;
5.1.8 The execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the memorandum and articles of Association of the Operator or any member of the Consortium or any Applicable Laws or any covenant, agreement, understanding, decree or order to which, it is a Party or by which it or any of its properties or assets is bound or affected;
5.1.9 There are no actions, suits, proceedings, or investigations pending or, to the Operator’s knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of or constitute a default of the Operator under this Agreement or which individually or in the aggregate may result in any Material Adverse Effect on its business, properties or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations and duties under this Agreement;
5.1.10 It has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any governmental agency which may result in any Material Adverse Effect or impai...
Representations and Warranties of the Operator. The Operator hereby represents and warrants to the Foreign-owned Enterprise that:
(a) The Operator is a limited liability company duly incorporated and validly existing under the laws of China;
(b) The Operator has fully corporate power to execute and deliver this Agreement and fully perform its obligations hereunder; this Agreement, upon execution, becomes a legal, valid, and binding obligation of the Operator and is enforceable according to its terms;
(c) The Operator holds any and all government permits, licenses, authorizations, approvals, and facilities that are required for conducting the Operator’s Business during the term hereof and the Operator shall keep those government permits, licenses, authorizations, and approvals in full effect during the whole term hereof;
(d) The Operator abides by and will continue abiding by all applicable laws and regulations of China and, to the best of the Operator’s knowledge, there is no violation of the laws or regulations of China and nothing will prevent the Operator from performing its obligations hereunder;
(e) Neither execution of this Agreement by the Operator nor performance of the obligations hereunder by the Operator contradicts, breaches, or violates: (i) any provisions of the business license or articles of association of the Operator; (ii) any laws, by-laws, ordinance, authorizations, or permits of any government department or authority with jurisdiction over the Operator; or (iii) any provisions of the contract or agreement to which the Operator or the Operator’s Affiliate is a party;
(f) The Operator is not subject to any pending or potential actions, arbitrations, or legal, administrative or any other proceedings or government investigations; and
(g) All government documents, representations, and materials that are in the possession of the Operator or the Operator’s Affiliate and related to the transactions contemplated hereunder have been disclosed to the Foreign-owned Enterprise and no documents previously provided by the Operator to the Foreign-owned Enterprise contain misrepresentation in aspects of any material fact or conceal any material fact.
Representations and Warranties of the Operator. 8.1.1 The Operator represents and warrants to the Authority that:
a. it is duly organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Contract and to carry out the transactions contemplated hereby;
b. it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Contract and to validly exercise its rights and perform its obligations under this Contract;
c. it has the financial standing and capacity to undertake the Project in accordance with the terms of this Contract;
Representations and Warranties of the Operator. 15.1.1 The Operator makes the following representations and warranties to the Authority, each of which is true and correct as on the Effective Date and the Appointed Date, and which representations and warranties will continue to be true and correct throughout the Operating Period: it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Contract and to carry out the transactions contemplated hereby;
(a) it has taken all necessary corporate and other actions under Applicable Law to authorise the execution, delivery and performance of this Contract and to validly exercise its rights and perform its obligations under this Contract;
(b) this Contract constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Contract will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;
(c) it is subject to Applicable Laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Contract or matters arising hereunder including any obligation, liability or responsibility hereunder or issue of jurisdiction;
(d) the execution, delivery and performance of this Contract will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum of association and articles of association or those of any member of the Selected Bidder or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(e) this Contract has been duly authorized by the Operator’s board of directors, and has been duly executed by its legal representative and constitutes a legal, valid and binding obligation of the Operator, enforceable in accordance with its terms, except to the extent that such enforcement may be limited by any bankruptcy, agreement of creditors, insolvency, moratorium or similar laws affecting generally the enforcement of creditors’ rights;
(f) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it or any of its Affiliates at law or in equity before any court or before any other judicial, quasi-judicial or any other authority, the outcome of which may r...
Representations and Warranties of the Operator. The Operator ---------------------------------------------- represents and warrants to the Owner as of the Closing Date as follows:
Representations and Warranties of the Operator. 8 SECTION 6.2
Representations and Warranties of the Operator. The Operator hereby represents and warrants to the Investor as follows:
Representations and Warranties of the Operator. Operator represents and warrants as follows:
(a) It is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing in the Commonwealth of Pennsylvania;
(b) It has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement, which action has not been superseded or terminated, and this Agreement constitutes the legal, valid and binding obligation of the Operator, enforceable against the Operator in accordance with the terms hereof, except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other such laws affecting the rights of creditors generally or by general equitable principles;
(c) The execution, delivery and performance of this Agreement do not violate (i) the Operator's certificate of formation or Limited Liability Company Agreement or any resolution of its members, (ii) any contract to which it is a party or (iii) any law, rule, regulation, order, writ, judgment, injunction, decree or determination binding upon the Operator or any of its properties; and
(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than those which have been obtained) are required for the due execution, delivery and performance by the Operator of this Agreement.
Representations and Warranties of the Operator. The Operator represents and warrants to the Authority and the Confirming Party that:
Representations and Warranties of the Operator. The Operator hereby represents and warrants to the School as follows:
(a) The Operator is duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the authority to carry on its business as now being conducted and the authority to execute, deliver, and perform this Agreement.
(b) The Operator has taken all actions necessary to authorize the execution, delivery, and performance of this Agreement. This Agreement is a valid and binding obligation of the Operator enforceable against it in accordance with its terms, except as may be limited by federal and state laws affecting the rights of creditors generally, and except as may be limited by legal or equitable remedies.
(c) The Operator has made, obtained, and performed all registrations, filings, approvals, authorizations, consents, licenses, or examinations required by any government or governmental authority, domestic or foreign, in order to execute, deliver and perform its obligations under this Agreement.
(d) The Operator has the financial ability to perform all of its duties and obligations under this Agreement, including maintaining the appropriate staffing levels at the School.
(e) The Operator has not been issued a finding for recovery by the Auditor of the State nor has any employee of the Operator working at the School been issued a finding for recovery.
