REPRESENTATIONS AS TO THE COMPANY Sample Clauses

REPRESENTATIONS AS TO THE COMPANY. Each Seller, severally as to itself only and not jointly as to or with any of the others, respectively, represents and warrants to the Purchaser as follows:
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REPRESENTATIONS AS TO THE COMPANY. The Company represents and warrants as follows: (a) The Company is an open joint stock company duly organized and validly existing under the laws of the Russian Federation and registered with all 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. The Company has no Subsidiaries. (b) The Company has an issued capital of Rb. 420,880,000 (the equivalent of $86,000,000) consisting of 80,000 shares with a nominal value of Rb. 5,261 each. The following is a list of the shareholders in the Company as of October 1, 2001 together with their percentage shareholdings in the Company: SHAREHOLDER PERCENTAGE Association of Native Peoples 6.60000 Geometall 24.96750 Magadan Gold 6.60000 Rossiisky Kredit Commercial Bank 6.00000 Magadan State Committee 1.04125 Kinam Magadan 00.00000 TOTAL 100.00000 The only issued shares of the Company are registered shares. There are no options, warrants or instruments convertible into shares or other agreements relating to the existing shares of the Company or for the issuance of additional shares of any class or description of the Company. No person has any right (other than as a shareholder or in respect of the Loan) to share in the profits of the Company. (c) As of the date of this Agreement, the Directors of the Company are Mr. Art Ditto, Mr. Scott Caldwell, Mr. John Ivany, Mr. Brian Penny, Mr. V. N.
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REPRESENTATIONS AS TO THE COMPANY. The Company represents and warrants as follows: (a) The Company is a closed joint stock company duly organized and validly existing under the laws of the Russian Federation and registered with all 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. The Company has no Subsidiaries. (b) The Company has an authorized capital of Rb. 388,480,000,000 (the equivalent of $80,000,000) consisting of 80,000 shares with a nominal value of Rb. 4,856,000 each. The following is a list of the shareholders in the Company as of the date of this Agreement, together with the number of shams and the percentage of all shares in the Company that will be held by each of such shareholders upon execution and registration of the fourth amendment agreement to the foundation agreement on the establishment of the Company and the charter of the Company: Omolon - 28 - OPIC Finance Agreement Shareholder Number of Shares Percentage Association of Native Peoples 5,280 6.60000 Geometal 14,345 17.93125 Magadan Gold 5,280 6.60000 Elektrum 7,840 9.80000 Rossiisky Kredit Commercial Bank 4,800 6.00000 Dukat 2,455 3.06875 Cyprus Magadan 40,000 50.00000 Total 80,000 100.00000 The only issued shares of the Company are registered shares. There are no options, warrants or instruments convertible into shares or other agreements relating to the existing shares of the Company or for the issuance of additional shares of any class or description of the Company, except for the Foundation Agreement. No Person has any right (other than as a shareholder, OPIC in respect of the Tranche 2 Loan, and EBRD in respect of the EBRD Tranche 2 Loan) to share in the profits of the Company.
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REPRESENTATIONS AS TO THE COMPANY. The Company and (except for the representations and warranties set forth in paragraphs (b)(ii), (c), (f)(ii)(B) and (h) below) the Management Stockholders represent and warrant, jointly and severally, and each Management Stockholder represents and warrants as to himself, severally and not jointly, that:
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REPRESENTATIONS AS TO THE COMPANY. The Company represents and warrants as follows: (a) The Company is a closed joint stock company duly organized and validly existing under the laws of the Russian Federation and registered with all 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. The Company has no Subsidiaries. (b) The Company has an authorized capital of Rb. 388,480,000,000 (the equivalent of $80,000,000) consisting of 80,000 shares with a nominal value of Rb. 4,856,000 each. The following is a list of the shareholders in the Company as of the date of this Agreement, together with the number of shams and the percentage of all shares in the Company that will be held by each of such shareholders upon execution and registration of the fourth amendment agreement to the foundation agreement on the establishment of the Company and the charter of the Company: Omolon - 28 - OPIC Finance Agreement Shareholder Number of Shares Percentage Association of Native Peoples 5,280 6.60000 Geometal 14,345 17.93125 Magadan Gold 5,280 6.60000 Elektrum 7,840 9.80000 Rossiisky Kredit Commercial Bank 4,800 6.00000 Dukat 2,455 3.06875 Cyprus Magadan 40,000 50.00000 Total 80,000 100.00000 (c) [Reserved.] (d) The balance sheet of the Company as at 1 January 1995 and the related statement of profit and loss of the Company for the Financial Year ending on that date, certified by the Chairman of the Board of Directors of the Company, fairly and accurately present the financial condition of the Company as of the date of such balance sheet and were prepared in conformity with generally accepted accounting principles in Russia. The Company had, as of the date of such balance sheet, no material contingent obligations, liabilities for taxes or unusual forward or long term commitments not disclosed by, or reserved against in, such balance sheet or the notes thereto. Since the date of such balance sheet, the Company has not suffered any change in its business prospects or financial condition which has a Material Adverse Effect, incurred any substantial or unusual loss or liability, or undertaken or agreed to undertake any substantial or unusual obligation (except under the Financing Agreements and the Project Agreements), in any such case, of a type which would appear on the Financial Statements in accorda...
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Related to REPRESENTATIONS AS TO THE COMPANY

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY The TCP Entities, jointly and severally, represent and warrant to each Underwriter as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agree with each Underwriter, as follows:

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANIES To induce each Lender and the Agent to execute and deliver this Agreement, each Company represents, warrants and covenants that: (a) The execution, delivery and performance by each Company of this Agreement and all documents and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its part, and this Agreement and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Company enforceable against such Company in accordance with its terms except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) Except with respect to the Existing Events of Default, each of the representations and warranties set forth in the Transaction Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Agreement and all documents and instruments delivered in connection herewith nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of any Company’s corporate charter, bylaws, operating agreement or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality or (iii) any mortgage, deed of trust, lease, agreement or other instrument to which any Company is a party, or by which any Company or its property is bound. (d) As of the date of this Agreement, except for the Existing Events of Default, no Event of Default has occurred or is continuing under this Agreement or any other Transaction Document. (e) The Agent’s and the Lender’s security interests in the Collateral continue to be valid, binding and enforceable first-priority security interests which secure the obligations under the Transaction Documents and no tax or judgment liens are currently on record against any Company. (f) Except with respect to the Existing Events of Default, any misrepresentation of a Company, or any failure of a Company to comply with the covenants, conditions and agreements contained in any agreement, document or instrument executed or delivered by any Company with, to or in favor of any Company shall constitute a Forbearance Default hereunder and an immediate Event of Default under the Financing Agreement. (g) The recitals in this Agreement are true and correct.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

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