THE BORROWER’S WARRANTIES. 7.1. The Borrower hereby represents and warrants to Mogo Auto as at the date of the Agreement that:
7.1.1. he/she have not been induced to enter into the Agreement and he/she is not for any other reason relying upon any statement of fact or opinion or any representation, collateral contract or other assurance or warranty save as expressly contained or referred to in the Agreement or any document referred to in the Agreement and irrevocably and unconditionally waives any right the Borrower may have to claim damages for any representation (whether or not contained in the Agreement) for any breach of any warranty not contained in the Agreement unless such misrepresentation or warranty was made or given fraudulently; and or to rescind the Agreement;
7.1.2. his/her obligations under the Agreement are his/her legal, valid and binding obligations, enforceable against him/her in accordance with their respective terms;
7.1.3. he/she has the power to enter into and perform and comply with his/her obligations under the Agreement;
7.1.4. all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents and authorizations) for his/her entry into and performance of the Agreement have been taken, fulfilled and done; and
7.1.5. his/her entry into and/or performance of or compliance with his/her obligations under the Agreement does not and will not violate any law to which he/she is subject.
THE BORROWER’S WARRANTIES. The Borrower warrants and represents as follows:
a. the Borrower is the lawful and absolute owner of all of the Assigned Property leased or to be leased and has good right to assign the sublessor's interest in the Subleases and the rentals and other sums payable thereunder;
b. the Subleases are, and future Subleases will be, valid, legally binding upon the parties thereto and are enforceable in accordance with its provisions;
c. the Subleases are in full force and effect, not in default, and have not been amended or modified;
d. except for this Mortgage, the Borrower has not sold, assigned, transferred, mortgaged, pledged or otherwise encumbered the Subleases or the rentals, income and profits due or to become due thereunder; and
e. there has been no prepayment or anticipation of rentals provided for in the Subleases for a period in excess of one (1) month; and that there are no offsets, counterclaims or defenses to the Borrower's rights to the rentals now due or to become due under the Subleases.
THE BORROWER’S WARRANTIES. The Borrower warrants and undertakes to the Lender on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:
(a) it has all necessary licenses and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
(b) it is not restricted under the terms of its constitution or in any other manner from receiving the Shares it proposes to borrow under a Borrowing Request or delivering the Equivalent Securities in accordance with this Agreement or from otherwise performing its obligations hereunder;
(c) the Equivalent Securities will be redelivered free and clear of all liens, charges and other encumbrances;
(d) this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms;
(e) it is acting as principal in respect of this Agreement;
(f) the Loaned Securities (or any part thereof) and the Equivalent Securities will not be used for a purpose other than a specified purpose (as defined in section 19(16) of the Ordinance); and
(g) the execution, delivery and performance by it of this Agreement will comply with all applicable laws, rules and regulations including but not limited to those of Hong Kong.
