Common use of The Company Representations and Warranties Clause in Contracts

The Company Representations and Warranties. The Company hereby represents and warrants that: (a) The Company is a company/partnership/proprietorship concern [as appropriate] validly existing and in good standing under the laws of Bangladesh, and the Company has all requisite corporate power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Contract. (b) The execution, delivery and performance by the Company of this Contract have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval of the Company’s Board of Directors, shareholders or partners other than those which have been obtained (evidence of which shall be, if it has not heretofore been, delivered to BPDB upon its request), (ii) violate any provisions of the Company’s corporate charter or bylaws or other organic documents any material indenture, contract, or agreement to which it is a party or by which it or its properties may be bound, or any material law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Company, (iii) result in a breach or constitute a default under the Company’s corporate charter or bylaws, or other organic documents or other material indentures, contracts, or agreement, and the Company is not in default under its cooperate charter or bylaws or other organic documents or other material indentures, contracts, or agreements to which it is a party or by which it or its property may be bound. (c) To the best of the Company’s knowledge, no authorization or approval by any other Government Authority which has not been obtained is necessary for the due execution and delivery by the Company of this Contract. (d) This Contract will be a valid and binding obligation of the Company from the Execution Date. (e) To the best of the Company’s knowledge, there is no pending or threatened action or proceeding against the Company before any court, Government Authority or arbitrator that could reasonably to be expected to affect the financial condition or Operation of the Company or the ability of the Company to perform its obligations hereunder or which could reasonably be expected to affect the legality, validity or enforceability of this Contract (as in effect on the date hereof).

The Company Representations and Warranties. The Company hereby represents and warrants thatto NC for the purpose of inducing NC to enter into and consummate this Agreement as follows: (a) 8.1 The Company is a company/partnership/proprietorship concern [as appropriate] validly existing and in good standing under has the laws of Bangladesh, and the Company has all requisite corporate power and authority to conduct its business, to own its properties, and to execute, deliver, deliver and perform its obligations under this ContractAgreement. (b) 8.2 The execution, delivery and performance by the Company of this Contract have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval of the Company’s Board of Directors, shareholders or partners other than those which have been obtained (evidence of which shall be, if it has not heretofore been, delivered to BPDB upon its request), (ii) violate any provisions of the Company’s corporate charter or bylaws or other organic documents any material indenture, contract, or agreement to which it is a party or by which it or its properties may be bound, or any material law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the Company, (iii) result in a breach or constitute a default under the Company’s corporate charter or bylaws, or other organic documents or other material indentures, contracts, or agreement, and the Company is not in default under its cooperate charter or bylaws or other organic documents or other material indentures, contracts, or agreements to which it is a party or by which it or its property may be bound. (c) To the best of the Company’s knowledge, no authorization or approval by any other Government Authority which has not been obtained is necessary for the due execution and delivery by the Company of this ContractAgreement have been duly and validly authorized by all requisite action by the Company. No license, consent or approval of any person is required for the Company's execution and delivery of this Agreement. (d) 8.3 This Contract will be a Agreement has been duly executed and delivered by the Company and is the legal, valid and binding obligation of the Company from enforceable against the Execution DateCompany in accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and to general principles of equity. 8.4 The execution and delivery by the Company of this Agreement do not conflict with, constitute a breach of or a default under: (ei) To any applicable law, or any applicable rule, judgment, order, writ, injunction, or decree of any court; (ii) any applicable rule or regulation of any administrative agency or other governmental authority; (iii) the best Certificate of Incorporation or By-Laws of the Company’s knowledge; or (iv) any agreement, there is no pending indenture, instrument or threatened action or proceeding against contract to which the Company before is now a party or by which it is bound. 8.5 No representation or warranty by the Company in this Agreement and no information in any courtstatement, Government Authority certificate, exhibit, schedule or arbitrator that could reasonably other document furnished, or to be expected to affect the financial condition or Operation of the Company or the ability of furnished by the Company to perform its obligations hereunder NC pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein no misleading. There is no fact which could the Company has not disclosed to NC, in writing, or in SEC filings or press releases, which materially adversely affects, nor, so far as the Company can now reasonably be expected to foresee, may adversely affect the legalitybusiness, validity operations, prospects, properties, assets, profits or enforceability condition (financial or otherwise) of this Contract (as in effect on the date hereof)Company.

The Company Representations and Warranties. The Company hereby represents and warrants that: (a) The Company is a company/partnership/proprietorship concern [as appropriate] validly existing and in good standing under the laws Laws of Bangladesh, and the The Company has all requisite corporate power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Contract. (b) The execution, delivery and performance by the The Company of this Contract have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval of the The Company’s Board of Directors, shareholders or partners other than those which have been obtained (evidence of which shall be, if it has not heretofore been, delivered to BPDB Entity upon its request), (ii) violate any provisions of the The Company’s corporate charter or bylaws or other organic documents any material indenture, contract, or agreement to which it is a party or by which it or its properties may be bound, or any material law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to the The Company, (iii) result in a breach or constitute a default under the The Company’s corporate charter or bylaws, or other organic documents or other material indentures, contracts, or agreement, and the The Company is not in default under its cooperate charter or bylaws or other organic documents or other material indentures, contracts, or agreements to which it is a party or by which it or its property may be bound. (c) To the best of the The Company’s knowledge, no authorization or approval by any other Government Authority which has not been obtained is necessary for the due execution and delivery by the The Company of this Contract. (d) This Contract will be a valid and binding obligation of the The Company from the Execution Date. (e) To There is no pending or, to the best of the The Company’s knowledge, there is no pending or threatened action or proceeding against the The Company before any court, Government Authority Authority, or arbitrator that could reasonably to be expected to affect the financial condition or Operation of the The Company or the ability of the The Company to perform its obligations hereunder hereunder, or which could reasonably be expected to affect the legality, validity or enforceability of this Contract (as in effect on the date hereof).