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

Warranties and Representations of the Parties. 6. The warranties and representations of the Granting institution [and if present the Transferor]: 6.1. The Granting institution [and if present the Transferor] respectively warrants and represents: 6.1.1. The Granting institution [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 Granting institution [and if present the Transferor] in accordance with the provisions of the Agreement, which could be performed against it [and if present against the Transferor] through enforcement; 6.1.2. The Granting institution, in accordance with its competence and authority, established by the legislation of the Republic of Lithuania in force on the date of conclusion of the Agreement, is responsible for the respective functions and areas of activity that are being implemented and ensured at the time of the conclusion of the Agreement, therefore, it is the granting institution within the meaning of the Law on Concessions; 6.1.3. The Granting institution [and the Transferor if present] provided the Investor and the Concessionaire with all the essential and, to its knowledge, correct information demanded by the Concessionaire in relation to the Transferred property [if applicable, to the Land plot] and the obligations of the Granting institution [and the Transferor if present] under the Agreement. The information provided is correct on the day the Agreement is concluded, in all material respects, except for possible changes in the condition of the Transferred property [if applicable, the Land plot] due to the usual economic activity, occurring between the date of the presentation of the information and the date of the signing of the Agreement. There are no undisclosed significant facts that the Granting institution 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 Granting institution [and the Transferor if present] is not in breach of any essential agreements or obligations to which it [they if the Transferor is present] is, court (arbitration) decision, judgement, ruling, or order applicable to it [them if the Transferor is present], as well as any requirements of laws or other legislation applicable to it [them if the Transferor is present]; 6.1.5. The Granting institution [and the Transferor if present] has the right to transfer to the Concessionaire the control and use of the Transferred property under the right of [choose: lease, loan for use, trust] in accordance with the terms and conditions specified in the Agreement. The Transferred property is not transferred to other parties, not seized, and not pledged; 6.1.6. No notices or summons to court or arbitration are served on the Granting institution [and the Transferor if present], and there are no initiated or pending judicial cases, arbitration or other legal proceedings against it [them if the Transferor is present], or against another person initiated by it, which could have an essential adverse effect on the financial status of the Granting institution [and the Transferor if present], and/or its ability to perform the obligations under the Agreement; 6.1.7. [if applicable The Land plot that is 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, also there are no other restrictions, preventing the Concessionaire to conclude Land plot lease agreement or to use the Land plot for the purposes and in accordance to the terms specified in the Agreement, except for the restrictions that are specified in the Conditions, Agreements, public registries, as well as those restrictions that were disclosed to the Investor during the Procurement;] 6.1.8. The representative of the Granting institution [and if present the Transferor], who is signing the Agreement, have all authority to conclude the Agreement.

Warranties and Representations of the Parties. 6. The warranties and representations of the Granting institution [and if present the Transferor]: 6.1. : The Granting institution [and if present the Transferor] respectively warrants and represents: 6.1.1. : The Granting institution [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 Granting institution [and if present the Transferor] in accordance with the provisions of the Agreement, which could be performed against it [and if present against the Transferor] through enforcement; 6.1.2. ; The Granting institution, in accordance with its competence and authority, established by the legislation of the Republic of Lithuania in force on the date of conclusion of the Agreement, is responsible for the respective functions and areas of activity that are being implemented and ensured at the time of the conclusion of the Agreement, therefore, it is the granting institution within the meaning of the Law on Concessions; 6.1.3. ; The Granting institution [and the Transferor if present] provided the Investor and the Concessionaire with all the essential and, to its knowledge, correct information demanded by the Concessionaire in relation to the Transferred property [if applicable, to the Land plot] and the obligations of the Granting institution [and the Transferor if present] under the Agreement. The information provided is correct on the day the Agreement is concluded, in all material respects, except for possible changes in the condition of the Transferred property [if applicable, the Land plot] due to the usual economic activity, occurring between the date of the presentation of the information and the date of the signing of the Agreement. There are no undisclosed significant facts that the Granting institution 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 Granting institution [and the Transferor if present] is not in breach of any essential agreements or obligations to which it [they if the Transferor is present] is, court (arbitration) decision, judgement, ruling, or order applicable to it [them if the Transferor is present], as well as any requirements of laws or other legislation applicable to it [them if the Transferor is present]; 6.1.5. ; The Granting institution [and the Transferor if present] has the right to transfer to the Concessionaire the control and use of the Transferred property under the right of [choose: lease, loan for use, trust] in accordance with the terms and conditions specified in the Agreement. The Transferred property is not transferred to other parties, not seized, and not pledged; 6.1.6. ; No notices or summons to court or arbitration are served on the Granting institution [and the Transferor if present], and there are no initiated or pending judicial cases, arbitration or other legal proceedings against it [them if the Transferor is present], or against another person initiated by it, which could have an essential adverse effect on the financial status of the Granting institution [and the Transferor if present], and/or its ability to perform the obligations under the Agreement; 6.1.7. ; [if applicable The Land plot that is 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, also there are no other restrictions, preventing the Concessionaire to conclude Land plot lease agreement or to use the Land plot for the purposes and in accordance to the terms specified in the Agreement, except for the restrictions that are specified in the Conditions, Agreements, public registries, as well as those restrictions that were disclosed to the Investor during the Procurement;] 6.1.8. ] The representative of the Granting institution [and if present the Transferor], who is signing the Agreement, have all authority to conclude the Agreement. Notwithstanding the representations and warranties of the Granting institution set in the paragraph 6.1 of the Agreement, Parties declare and confirm, that the Granting institution has made it possible for the Investor to perform independent verification of the accuracy, correctness, adequacy, legitimacy and absence of errors in the Specifications and the Draft agreement, as well as the correctness and accuracy of the data/information, representations and warranties made by the Granting institution [and if present the Transferor] [and if applicable the status, state, shortcomings, restrictions, encumbrances, terms and conditions of the management and use of the Land] during the Procurement, prior to the conclusion of the Agreement. The Granting institution is aware, that the Concessionaire and the Investor are concluding the Agreement not only by trusting the representations and warranties of the Granting institution, but also the information provided to the Concessionaire and the Investor. Except when expressly stated otherwise in the paragraph 6.1 of the Agreement, the warranties and representations of the Granting institution [and the Transferor if present] specified in the paragraph 6.1 of the Agreement are valid in full from the moment of the conclusion of the Agreement. The Granting institution [and if present the Transferor] undertakes to inform as soon as possible the Investor and the Concessionaire about any events or circumstances, due to which any representation or warranty by the Granting institution [and/or if present the Transferor] becomes invalid or could become invalid in the future. The representations and warranties by the Granting institution 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.