REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ADMINISTRATOR, THE FUNDING AGENT AND THE CONDUIT PURCHASERS
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. CHAMFLORA, THE CHAMFLORA ASSETS AND IP IP represents and warrants to VCP that each of the following representations and warranties will be on the Closing Date, true and correct and in full force and effect:
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. Omolon.
(a) Omolon is a closed joint stock company duly ------ organized and validly existing under the laws of the Russian Federation and, as of the Closing, will be registered with all - 8 - relevant registration bodies in the Russian Federation and has full power to own the properties which it owns and proposes to own for the purposes of the Project and to carry out the business which it carries out and proposes to carry out for the purposes of the Project. Omolon has no subsidiaries.
(b) Omolon has an authorized capital of Rb. 388,480,000,000 (the equivalent of approximately U.S. $80,000,000 when contributed) consisting of 80,000 shares with a nominal value of Rb. 4,856,000 each. The Fourth Amendment to the Omolon Charter and Foundation Agreement accurately sets forth a list of the shareholders in Omolon as of the date of this Agreement, together with the number of Omolon Shares and the percentage of all Omolon Shares that are owned by each of such shareholders. There are no Options relating to the existing Omolon Shares or for the issuance of additional shares of Omolon, except for the Foundation Agreement. No person has any right, other than a shareholder or in respect of the Tranche 2 Loan and the OPIC Tranche 2 Loan (as such terms are defined in the EBRD Loan Agreement), to share in the profits of Omolon.
(c) The audited balance sheet of Omolon as at December 31, 1994 and the related audited statement of profit and loss of Omolon for the fiscal year ending on that date, and the unaudited balance sheet of Omolon as at September 30, 1995 and the related unaudited statement of profit and loss of Omolon for the portion of the fiscal year then ended (collectively, the "Omolon Financial Statements"), certified by the General Manager --------------------------- of Omolon, fairly present the financial condition of Omolon as of the respective dates thereof and were prepared in conformity with GAAP in the Russian Federation. Omolon had, as of the respective dates of such Omolon Financial Statements, no material contingent obligations, liabilities for taxes or unusual forward or long term commitments not disclosed by, or reserved against in, such Omolon Financial Statements or the notes thereto. To the Knowledge of Cyprus, since the respective dates of such Omolon Financial Statements, Omolon has not suffered any change in its business, prospects or financial condition which has a Material Adverse Effect, nor has it incurred any substantial or unusual loss or...
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. Second Amendment Effective Date (a) Each of the Borrower, the Equityholder, the Seller and the Collateral Manager, severally for itself only, represents and warrants on the date of the Second Amendment Effective Date, in connection with the amendment and restatement of the Agreement and the Securities Account Control Agreement as of such date, as follows: (i) it is duly formed, validly existing and in good standing under the laws of Delaware; (ii) the execution, delivery and performance by it of this Agreement and the performance by it of this Agreement and the Securities Account Control Agreement are within BUSINESS.32224493.6 117 its powers, have been duly authorized, and do not contravene (A) its organizational documents, or (B) any Applicable Law; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with, any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the performance, validity or enforceability of the Agreement and the Securities Account Control Agreement by or against it; (iv) each of this Agreement and the Securities Account Control Agreement has been duly executed and delivered by it; and (v) each of Agreement and the Securities Account Control Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by Insolvency Laws or by general principles of equity.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. PURCHASED MORTGAGE LOANS
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BUYER PARTIES 26 4.1 Due Incorporation; Subsidiaries 26 4.2 Authority; Binding Nature of Agreement 26 4.3 Non-Contravention; Consents 26 4.4 Litigation 26 4.5 No Vote Required 26 4.6 Capitalization 26 4.7 Parent SEC Reports 27 ARTICLE 5 CERTAIN COVENANTS OF THE COMPANY 28 5.1 Access 28 5.2 Conduct of the Business of the Company 29 5.3 No Solicitation 31 5.4 Affiliated Transactions 31 5.5 Financing 31 5.6 Investigation Cooperation 33 ARTICLE 6 ADDITIONAL COVENANTS OF THE PARTIES 34 6.1 Regulatory Filings; Notices and Consents 34 6.2 Indemnification of Officers and Directors 36 6.3 280G Shareholder Approval 37 6.4 Disclosure; Confidentiality 38 6.5 Tax Matters 38 6.6 Notification of Certain Events 41 6.7 NYSE Listing 41 6.8 Cooperation; Efforts 41
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. SELLER Except as set forth in the disclosure schedule delivered by Seller to Buyer concurrently with the execution of this Agreement (the “Seller Disclosure Schedule”), Seller and the Members hereby, jointly and severally, represent and warrant to Buyer as of the date hereof and as of the Closing Date as follows: Section
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE ACQUIRED COMPANIES 27 4.1 Organization of the Acquired Companies 27
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. RENTAL PROPERTY
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO. THE BANK OF AMERICA MORTGAGE LOANS ---------------------------------- REPRESENTATION 9 Mortgage Lien U Haul Portfolio (57367) Several of the Pro Forma Title Policies identify certain encroachments, however each such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments. The United States Government has certain rights with respect to the Mortgaged Property located at 103530 Xxxxxxxx Xxx., Xxx Xxxxx, Xxxxxxx since all or a portion of such Mortgaged Property was artificially filled in land in what was formerly navigable waters. 369 Lexington Avenue (57999) Xxx Xxx Xxxxx Title Policy identifies certain encroachments, however such policy insures Lender against monetary loss by reason of the enforced removal of such encroachments.
