Common use of Warranties and Representations of the Parties Clause in Contracts

Warranties and Representations of the Parties. 6. Warranties and representations of the Public partner [and if present the Transferor] 6.1. The Public partner [and if present the Transferor] respectively warrants and represents: 6.1.1. The Public partner [and if present the Transferor] has performed the necessary actions and obtained official permits and/or approvals for the conclusion of the Agreement and performance of the obligations under it. The Agreement establishes lawful and valid obligations for the Public partner [and if present the Transferor] in accordance with the provisions of the Agreement, which could be performed against it through enforcement; 6.1.2. The Public partner, based on its competence and authority, established on the date of conclusion of the Agreement by the applicable legislation of the Republic of Lithuania, is responsible for the respective functions and areas of activity, implemented during the conclusion of the Agreement, therefore it may be a contracting authority in the sense of the Law on Public Procurement and a Public partner in the sense of the Law on Investment; 6.1.3. To the belief and/or knowledge of the Public partner [and if present the Transferor], it provided the Investor and the Private partner with all the available essential and, based on [choose its / or their] knowledge, correct information, requested by the Investor and the Private partner, related to the Land plot(s), the Transferred property and the obligations of the Public partner under the Agreement. To the knowledge of the Public partner, the information provided on the day of the conclusion of the Agreement is correct in all key aspects, except for possible changes of the status of Land plot(s), and the Transferred property due to a regular economic activity from the date of the information provision to the date of the conclusion of the Agreement. There are no undisclosed key facts that the Public partner was aware of, which could affect the conclusion of the Agreement or performance of the indicated obligations; 6.1.4. By concluding and performing the Agreement the Public partner does not breach: any key agreements or obligations, to which it is a party to, court judgement, decision, or order, or an arbitration decision applicable to it, as well as any requirements of laws or other legislation applicable to it; 6.1.5. The Public partner [and if present the Transferor] has the right to transfer the Transferred property to be managed and used by the Private partner under the right of [indicate which right of management and use] according to the terms and conditions specified in the Agreement. The Transferred property is not transferred to other persons, and is not seized [if the property is not mortgaged and not mortgaged]; 6.1.6. No notices or summons to court or arbitration are served on the Public partner [and if present the Transferor], and there are no initiated or pending judicial cases, arbitration or other legal proceedings against it, or against another person, which could have an essential adverse effect on the financial status of the Public partner and/or its ability to perform the obligations under the Agreement; 6.1.7. [if applicable The Land plot(s) that is(are) not included in the list of the state immovable property that is being updated, a list of the state immovable property sold in the public auction, and the list of other immovable property, also there are no persons with the right to restore property rights to the Land plot in accordance to the Law on the Restoration of the citizen ownership rights to the existing immovable property of the Republic of Lithuania, and there are no other restrictions, preventing the Private partner to conclude Land plot(s) lease agreement or to use the Land plot(s) for the purposes and in accordance to the terms specified in the Agreement, except for the restrictions that are specified in the Conditions, the Agreement, public registries, as well as those restrictions that were disclosed to the Investor during the Procurement; 6.1.8. [indicate other representations and warranties by the Public partner and, if present, the Transferor;] 6.1.9. The representative of the Public partner [and if present the Transferor], who is signing the Agreement, have all authority to conclude the Agreement. 6.2. Notwithstanding the representations and warranties of the Public partner set in the paragraph 6.1 of the Agreement, Parties declare and confirm, that the Public partner has made it possible for the Investor to perform independent verification of the accuracy, correctness, adequacy, legitimacy and absence of errors in the representations and warranties by the Private partner, as well as the status, state, shortcomings, restrictions, encumbrances, terms and conditions of the management and use of the Property, prior to the conclusion of the Agreement. The Public partner is aware, that the Private partner and the Investor are concluding the Agreement not only by trusting the representations and warranties, but also the information provided to the Private partner and the Investor. 6.3. The Public partner [and if present the Transferor] undertakes to inform as soon as possible the Investor and the Private partner about any events or circumstances, due to which any representation or warranty by the Public partner [and if present the Transferor] becomes invalid or could become invalid in the future. 6.4. The representations and warranties by the Public partner specified in the paragraph 6.1 of the Agreement are valid and will remain valid in full extent from the moment of the conclusion of the Agreement.