Stakeholder Representations Clause Samples

Stakeholder Representations. The Stakeholder represents and warrants to Medoro (and acknowledges that Medoro is relying upon such representations and warranties in completing the Arrangement) as follows: (a) that the Colombia Common Shares, the Colombia Options and the Colombia Warrants set forth opposite the Stakeholder’s name on Schedule A to this Agreement (collectively, the “Shares”) represent all securities or rights to acquire securities of Colombia held of record or beneficially owned by the Stakeholder. In respect of such Shares, the Stakeholder is either the sole legal and sole beneficial owner, directly or indirectly, has sole voting power over, sole power of disposition of, sole control and sole direction over, and sole power to agree to all of the matters set forth in this Agreement, or has been authorized by the legal and beneficial owner of such Shares to execute and perform the obligations of the Stakeholder under this Agreement. The Stakeholder owns the Shares, free and clear of any and all liens, pledges, mortgages, charges, restrictions, security interests, encumbrances, adverse claims or rights of others of any nature or kind. Other than the Shares set out on Schedule A, no other securities of Colombia or rights to acquire securities of Colombia are beneficially owned or held of record, directly or indirectly, by the Stakeholder that would hinder or impede the Stakeholder from performing its obligations hereunder; (b) the Stakeholder has the legal capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Stakeholder (and if the Stakeholder is a corporation, duly authorized by all necessary corporate actions), and assuming the due authorization, execution and delivery by Medoro, this Agreement constitutes the legal, valid and binding obligation of the Stakeholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity; (c) that there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the Stakeholder, threatened against the Stakeholder or any of its properties that, individually or in the aggregate, could impair the ability of the Stakeholder to perform its obligations under this Agreement. There is no judgment, decree or order against the Stakeholde...