Warranties and Undertaking. 4.1 The Mortgagor represents and warrants to the Mortgagee and undertakes that:
(a) it is the absolute legal and beneficial owner of all of the Original Securities free of all Security Interests, encumbrances, trusts, equities, proxies and claims whatsoever (save under this Deed of Mortgage or the other Financing Documents) and that all of the Original Securities are fully paid up and are non-assessable;
(b) except as limited by the Financing Documents, Mortgagor has the full legal and unlimited right to vote the Original Securities in its sole discretion;
(c) the Original Securities constitute 100% of the issued and outstanding equity capital of the Company and are all currently registered in the name of the Mortgagor (subject to the registration of the Original Securities in the name of the Mortgagee as Collateral Agent concurrently with the execution and delivery of this Deed of Mortgage);
(d) the Mortgagor and the Company are duly incorporated and in good standing under the respective laws of the jurisdiction in which each of them is incorporated and the Mortgagor has and will at all times have the necessary power to enter into and perform its obligations under this Deed of Mortgage and has duly authorized the execution and delivery of this Deed of Mortgage;
(e) the Company is an exempted company under the laws of the Cayman Islands and neither this Deed of Mortgage or the transfer of the Original Securities to the Mortgagee is subject to any stamp or other tax under the laws of the Cayman Islands and this Deed of Mortgage is capable of being enforced without being subject to any stamp or other tax under the laws of the Cayman Islands;
(f) pursuant to amendments to the articles of association within 45 days after the date of this Agreement, the Company will not be permitted to issue any equity capital other than the Original Securities;
(g) the Company has no contractual or other business relationship with any Inactive Subsidiary;
(h) No Inactive Subsidiary has any operations, assets or liabilities, direct, indirect or contingent; SEVEN SEAS PETROLEUM INC. LEGAL MORTGAGE OVER SHARES 6 18
(i) the Mortgagor holds no rights or Security Interests with respect to present or future revenues and assets, tangible or intangible, relating to the exploration, development, production, transportation and sale of petroleum in and from the Republic of Colombia, directly, by assignment, or otherwise, except as a shareholder of companies whose shares are pledged to Mor...
Warranties and Undertaking. 8.2.1 Each Partner warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. A Partner shall, if so required by the Technical Oversight Group, produce written evidence of this to the Technical Oversight Group signed by its Personnel.
8.2.2 Each Partner acknowledges that it is and shall remain liable for the consequences of any failure on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it under this Partnership Agreement and shall accordingly:
8.2.2.1 Procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities and those on behalf of its Personnel;
8.2.2.2 Comply and assist the Partnership, the Technical Oversight Group and the Delivery Body in complying with all relevant statutes, laws, regulations and codes of practice relating to its tasks and work packages from time to time in force;
8.2.2.3 Comply with all recommendations and requirements of its insurers; and
8.2.2.4 Indemnify, keep indemnified and hold harmless the other Parties from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which they incur or suffer as a result of a breach of this Partnership Agreement or negligent acts or omissions or wilful misconduct of the Party and/or its Personnel including without limitation any resulting liability the Partnership has to the funder or to any third party.
8.2.3 Each Party agrees and undertakes at its own expense to make the Nominated Representative available to attend the Technical Oversight Group.
8.2.4 Each Partner shall provide the Technical Oversight Group with statements of SAMM Contributions received every six months.
Warranties and Undertaking. The parties to the PPPA enter into the arrangement based on the mutual trust that certain essential facts about the other party are true and will continue to remain so. For the Implementing Institution, these facts are mentioned in the tender documents, and for the Concessionaire these facts are part of the qualification application, technical proposal or other documents submitted as part of the procurement and contracting process. This section of the PPPA formalises these facts or claims of each party and gives such claim legal enforceability by the other party.
Warranties and Undertaking. 7.1 Each Party warrants to the other Party on the date of this Agreement that:
7.1.1 it has the requisite power and authority to enter into and perform its obligations under this Agreement;
7.1.2 this Agreement constitutes its binding obligations in accordance with its terms;
7.1.3 the execution and delivery of, and performance of its obligations under, this Agreement will not:
(A) result in a breach of any provision of its constitutional documents;
(B) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or
(C) result in a breach of any order, judgment or decree or any court or governmental agency to which it is a party or by which it is bound.
7.2 Each Party shall have no claim against the other Party for breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement).
7.3 Each Party acknowledges and agrees that any information and/or assistance provided by any of the other Party's directors, officers, employees or advisers (each a " Representative") to it and/or any other person acting in concert with either of them, and any of their respective directors, officers, employees or advisers (each a "Recipient"), whether before, on or after the date of this Agreement: (i) pursuant to the obligations of the relevant Party or any member of their respective groups under or otherwise in connection with this Agreement; or (ii) in connection with the Acquisition, shall in each case be (and have been) given on the basis that the relevant Representative shall not incur any liability, whether in contract, tort (including negligence) or otherwise, in respect of any loss or damage that any of the Recipient's may suffer as a result of the provision of any such information and/or assistance, save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant Representative.
Warranties and Undertaking. 9.1 BPP warrants that:
9.1.1 it will perform its obligations under this Agreement with all reasonable skill and care; and
9.1.2 the Tutors will possess the appropriate skills and will be sufficiently qualified to deliver the Education and Training.
9.2 All Parties warrant that they have full capacity, power and authority to enter into, deliver and perform its obligations under and in accordance with this Agreement (and all other documents to be entered into by it under this Agreement);
9.3 The Employer acknowledges that the Education and Training does not provide any warranty, guarantee or undertaking that the Apprentice will achieve the Apprenticeship qualification or BPP U Award (where applicable) by sole reason of having completed the Education and Training.
Warranties and Undertaking. 12.1 Each Party warrants to the other Party on the date of this Agreement that:
(a) it has the requisite power and authority to enter into and perform its obligations under this Agreement;
(b) this Agreement constitutes its legal, valid and binding obligations in accordance with its terms;
(c) the execution and delivery of, and performance of its obligations under, this Agreement will not:
Warranties and Undertaking. Each Partner warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. A Partner shall, if so required by the Technical Oversight Group, produce written evidence of this to the Technical Oversight Group signed by its Personnel.
Warranties and Undertaking. 保证和承诺
7.1 The Seller hereby warrants to the Buyer that the matters set forth below are true, accurate and not misleading as of the date of this Agreement and upon Completion remains to be true, accurate and not misleading: 卖方特此向买方保证，自本协议签订之日起，下列事项是真实、准确且无误导性的，并且在完成后仍然真实、准确且无误导性：
7.1.1 When executed and delivered by both Parties, the Agreement constitutes valid and binding obligation of the Seller; 当双方签署并交付时，本协议构成卖方的有效和具有约束力的义务;
7.1.2 The Seller is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation and has the legal right to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted; 卖方根据其注册地的法律，已正式组织，有效存在并具有良好信誉，并拥有拥有其财产和资产的合法权利，并按目前和目前建议进行的业务;
7.1.3 The Seller has all the power to enter into and executed this Agreement and other agreement anticipated to be completed and the transaction contemplated by this Agreement, and to perform its obligations under this Agreement; 卖方有权签订和执行本协议和预期完成的其他协议以及本协议所预期的交易，并履行其在本协议项下的义务;
7.1.4 The Seller has the right to dispose of the Target and is the exclusive legal and beneficial owner of the Target, and has the absolute right to sell the Target; 卖方有权处置目标公司，是目标公司的唯一合法和受益所有人，并拥有出售目标公司的绝对权利;
7.1.5 The execution of this Agreement or to comply with the obligation under this Agreement will not result in any violation, breach of default of any term or provision of any mortgage, indenture, contract to which the Seller is a party of by which it may be bound, or of any provision of any judgment, decree, order, statue, rule or regulation applicable to or binding upon it; 执行本协议或遵守本协议规定的义务不会导致任何违反、违反任何抵押、契约、卖方可能受其约束的合同的任何条款或规定，或任何判决、法令、命令的任何规定， 适用于其或对其具有约束力的雕像、规则或条例;
7.2 The Buyer hereby warrants to the Seller that the matters set forth below are true, accurate and not misleading as of the date of this Agreement and upon Completion remains to be true, accurate and not misleading: 买方特此向卖方保证，自本协议签订之日起，下列事项是真实、准确且无误导性的，并且在完成后仍然真实、准确且无误导性：
7.2.1 When executed and delivered by both Parties, the Agreement constitutes valid and binding obligation of the Buyer; 当双方签署并交付时，本协议构成买方的有效和具有约束力的义务;
7.2.2 The Buyer is duly organized, validly existing and in good standing under, and by virtue of, the laws of the place of its incorporation or established and has the legal right to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted; 买方已根据其注册地或成立地的法律，正式组织，有效存在...
Warranties and Undertaking. The Mortgagor represents and warrants to the Mortgagee and undertakes that:
Warranties and Undertaking
