Common use of REPRESENTATIONS AND WARRANTIES OF UPC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents, warrants and undertakes to, and agrees with the Company that: 5.2.1 It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full all requisite corporate power and authority to carry on its business as now conducted; 5.2.2 No additional filing, governmental approval, consent, registration, or amendment to or in respect of its constitutional documents is currently required under the laws of its jurisdiction of incorporation in connection with the formation and valid existence of UPC or the conduct of its business as contemplated by its constitutional documents; 5.2.3 The persons signing this Agreement on its behalf have the full power and authority to do so, UPC has authorized the execution of this Agreement in accordance with its constitutional documents and all actions necessary under UPC's constitutional documents have been taken to permit and authorize its execution of this Agreement; 5.2.4 UPC has all requisite power and authority to perform its obligations hereunder, and upon execution by its duly authorized representatives, this Agreement shall constitute its a legal, valid and binding obligation, enforceable in accordance with its terms; 5.2.5 The execution and delivery of this Agreement, as well as the performance of the terms hereof will not conflict with any provision of UPC's constitutional documents or, to the best of UPC's knowledge, or result in any violation or default or loss of material benefit under any mortgage, assignment, lease or any other material agreement with, or the rights of, any third party, or any provision of applicable law with respect to UPC or its property; and 5.2.6 Neither UPC nor any person (including employees, directors, officers or agents thereof) acting at the direction of UPC has offered, promised, authorized or made any payment or gift in violation of applicable law (including, without limitation, the United States Foreign Corrupt Practices Act) to any governmental official, political party or official thereof, or candidate for political office for the purpose of influencing any act or decision in an official capacity, or of including any act or omission in violation of a lawful duty in order to assist in obtaining advantages of any kind for UPC or in conducting the transactions herein contemplated.

REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents, hereby represents and warrants to Chelsea and undertakes to, and agrees with the Company RHSI that: 5.2.1 It 3.5.1. UPC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation, with full all requisite corporate power and authority to carry on its business as now conducted; 5.2.2 No additional filing, governmental approval, consent, registration, or amendment to or in respect of its constitutional documents is currently required under the laws of its jurisdiction of incorporation in connection with the formation and valid existence of UPC or the conduct of its business as contemplated by its constitutional documents; 5.2.3 The persons signing this Agreement on its behalf have the full power and authority to do so, UPC has authorized the execution of this Agreement in accordance with its constitutional documents and all actions necessary under UPC's constitutional documents have been taken to permit and authorize its execution of this Agreement; 5.2.4 UPC has all requisite power and authority to perform its obligations hereunder, and upon execution by its duly authorized representatives, this Agreement shall constitute its a legal, valid and binding obligation, enforceable in accordance with its terms; 5.2.5 The execution and delivery of this Agreement, as well as the performance of the terms hereof will not conflict with any provision of UPC's constitutional documents orDelaware and, to the best of UPC's knowledge, or result is not required to be qualified as a foreign corporation in any other jurisdiction. 3.5.2. The authorized capital stock of UPC consists of 1,500 shares of common stock of which 1,000 shares are issued and outstanding on the date of this Agreement. All the issued and outstanding shares of the UPC Common Stock are duly authorized, validly issued, fully paid and non-assessable. Except for 92 shares set aside for issuance to UPC management pursuant to stock options contemplated to be granted and except as set forth in the Information Memorandum attached hereto as Exhibit 3.5.9, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character obligating UPC to issue any securities. 3.5.3. UPC has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Acquisition have been duly authorized by all necessary corporate actions on the part of UPC. This Agreement is, assuming the due authorization, execution and delivery by the Sellers, the valid and binding obligation of UPC, enforceable against it in accordance with its terms. Other than in connection with the H-S-R Act, if applicable, EBRD and OPIC, no authorization, consent or approval of, or filing with, any public body or authority is necessary for the consummation by UPC of the Acquisition. 3.5.4. The execution, delivery and performance of this Agreement and the consummation of the Acquisition will not constitute a breach, violation or default under the Articles of Incorporation or loss By-Laws of material benefit UPC or under any law, rule or regulation, judgment, decree, order, governmental permit or license, or any mortgage, assignmentindenture, contract, agreement, lease or other instrument or agreement of any other material agreement with, kind to which UPC is a party or the rights of, any third party, by which UPC or any provision of applicable law with respect its assets may be bound. (a) The financial statements of UPC for the period from January 1,1996 to September 30, 1996, attached hereto as Exhibit 3.5.5, have been prepared on a cash basis and are based on records made available to UPC by its directors. The financial statements in Exhibit 3.5.5 are unaudited and have not been prepared in accordance with generally accepted accounting principles. (b) Such financial statements fairly present the financial condition and results of UPC for the period indicated. Except as set forth in the Information Memorandum attached hereto as Exhibit 3.5.9, since the date of such financial statements, no material adverse change in the assets, liabilities or its property; and 5.2.6 Neither UPC nor any person (including employees, directors, officers or agents thereof) acting at the direction financial condition of UPC has offeredoccurred. (a) UPC owns 943 shares of Ural Petroleum Ventures Limited, promised1,000 shares of Ural Petroleum Management Limited, authorized one share of Ural Petroleum (UK) Limited and the general partnership interest, representing 21.66 percent of the partnership, of Ural Partners LP all of which shares and interests are free and clear of all liens, encumbrances and restrictions other than those set forth in the financial statements described in Section 3.5.5, in the Information Memorandum described in Section 3.5.9 and in the agreements described in such Information Memorandum. (b) All material commitments or made undertakings of UPC, including those for the acquisition or disposition of assets, and all material liabilities of UPC, not set forth in the financial statements described In Section 3.5.5, are set forth in the Information Memorandum attached hereto as Exhibit 3.5.9. 3.5.7. There is no action, suit, proceeding or investigation pending or, to the best knowledge of UPC, threatened against UPC, at law or in equity, or before any payment federal, state or gift in violation other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality. 3.5.8. Neither UPC nor, to the best of applicable law (includingits knowledge and belief, without limitation, any employee of UPC has violated the United States Foreign Corrupt Practices Act) to . 3.5.9. To the best of its knowledge and belief, the December , 1996 Information Memorandum attached hereto as Exhibit 3.5.9 does not contain any governmental official, political party or official thereof, or candidate for political office for the purpose of influencing any act or decision in an official capacity, or of including any act or omission in violation untrue statements of a lawful duty in order material fact and does not omit to assist in obtaining advantages of state any kind for UPC or in conducting material fact necessary to make the transactions herein contemplatedstatements therein not misleading.

REPRESENTATIONS AND WARRANTIES OF UPC. UPC represents, represents and warrants and undertakes to, to and agrees with each of the Company Underwriters that: 5.2.1 It (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. (b) With respect only to the statements and information regarding UPC under the captions (i) "Prospectus Summary--Background to the Offering," (ii) "The Acquisition" and (iii) "Agreements with Union Pacific Corporation", or otherwise contained in the Prospectus and pertaining to UPC's ownership of the capital stock of OHI (such statements and information collectively, the "UPC Information"), (A) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (C) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to UPC in writing by such Underwriter through you expressly for use therein. (c) Each of OHI and OTC has been duly organizedincorporated, is validly existing and as a corporation in good standing under the laws of its the jurisdiction of incorporation, with full all requisite its incorporation and has the corporate power and authority to carry on own its property and to conduct its business as now conducted;described in the Prospectus. 5.2.2 No additional filing(d) This Agreement has been duly authorized, governmental approvalexecuted and delivered by UPC. (i) The outstanding shares of common stock of OTC have been duly authorized and are validly issued, consent, registration, or amendment to or in respect of its constitutional documents is currently required under the laws of its jurisdiction of incorporation in connection with the formation fully paid and non-assessable; and OHI has good and valid existence title to the stock of UPC OTC, free and clear of all liens, encumbrances, equities or claims, and (ii) the conduct outstanding shares of its business as contemplated by its constitutional documents; 5.2.3 The persons signing this Agreement on its behalf common stock of OHI have the full power been duly authorized and authority to do soare validly issued, fully paid and non-assessable; and UPC has authorized good and valid title to the execution stock of this Agreement OHI, free and clear of all liens, encumbrances, equities or claims. (f) The Intercompany Agreements conform to their description contained in accordance with its constitutional documents the Prospectus and all actions necessary under UPC's constitutional documents have been taken to permit and authorize its execution of this Agreement; 5.2.4 UPC has all requisite power and authority to perform its obligations hereunderduly authorized by UPC, and upon execution when duly executed and delivered by its duly authorized representativesit, this Agreement shall constitute its each will be a legal, valid and binding obligationagreement of UPC, enforceable against it in accordance accordances with its respective terms;. 5.2.5 (g) The execution and delivery of this Agreementby UPC of, as well as and the performance by UPC of its obligations under, this Agreement and the terms hereof Intercompany Agreements will not conflict with any provision of UPC's constitutional documents or, to the best of UPC's knowledge, or result in any violation or default or loss of material benefit under any mortgage, assignment, lease or any other material agreement with, or the rights of, any third party, or contravene any provision of applicable law or the articles of incorporation or by-laws of UPC or any agreement or other instrument binding upon UPC or any of its subsidiaries (excluding OHI and OTC) that is material to UPC and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over UPC or any of its subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by UPC of its obligations under this Agreement or pursuant to the Intercompany Agreements or in connection with the Acquisition, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (h) There are no legal or governmental proceedings pending or threatened to which UPC or any of its subsidiaries (excluding OHI and OTC) is a party or to which any of the properties of UPC or any of its subsidiaries (excluding OHI and OTC) is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents to which UPC is subject or by which UPC is bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required. (i) There are no contracts, agreements or understandings between UPC and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to UPC any securities of the Company or its property; andto require the Company to include such securities with the Shares registered pursuant to the Registration Statement. 5.2.6 Neither UPC nor any person (including employees, directors, officers or agents thereofj) acting at the direction of UPC has offeredfull power and authority to transfer the stock of OHI to the Company in connection with the Acquisition, promisedand the transfer of such stock has been duly authorized by all necessary corporate and stockholder action on the part of UPC, authorized and upon the closing of the Acquisition, UPC will transfer all of the capital stock of OHI to the Company free and clear of all liens, encumbrances, equities or made any payment claims on the capital stock of OHI or gift in violation of applicable law (including, without limitation, the United States Foreign Corrupt Practices Act) to any governmental official, political party or official thereof, or candidate for political office for the purpose of influencing any act or decision in an official capacity, or of including any act or omission in violation of a lawful duty in order to assist in obtaining advantages of any kind for UPC or in conducting the transactions herein contemplatedOTC.