Representations of Company. The Company represents and warrants to the other Parties that:
(a) it is a company, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation;
(b) all necessary approvals and consents have been obtained for its entry into and performance by it of this Agreement;
(c) to the best of its knowledge and belief (having made due and careful enquiry), there are no liabilities of the Company owed to any State Entity (other than the Subordinated Creditor) which, if owed to the Subordinated Creditor, would constitute Subordinated Liabilities;
(d) the entry into and performance by it of this Agreement does not:
(i) conflict with any law or regulation applicable to it, its constitutional documents or any agreement or instrument binding upon it or any of its assets; or
(ii) constitute a default or termination event (however described) under any agreement or instrument binding on it or any of its assets; and
(e) it is not bankrupt or insolvent under any law applicable to it, it is not unable and has not admitted inability to pay its debts as they fall due, it has not suspended making payments on any of its debts or, by reason of actual or anticipated financial difficulties, it has not commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness (except, for the avoidance of any doubt, the Company’s negotiations with the creditors of the Company’s financial indebtedness in relation to amendments to the terms of such financial indebtedness including, without limitation, with respect to the extension of final maturity dates thereunder, which are pending on the date of this Agreement).
