DECLARATIONS AND GUARANTEES Clause Samples

DECLARATIONS AND GUARANTEES. The Beneficiary declares and guarantees to the Lending Party that which is specified in annex 12, explicitly agreeing that such declarations and guarantees, insofar as applicable, are understood to be issued at the Stipulation Date and renewed, except for paragraph 1 (Corporate Structure) of annex 13 (Declarations and Guarantees) at each Disbursement Date, as well as at each Interest Payment Date occurring throughout the duration of this Agreement.

DECLARATIONS AND GUARANTEES. 3.1 The Seller hereby declares and guarantees in favor of the Purchaser on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Seller of this Contract has been duly authorized by the competent organs of the Seller and this authorization is valid and effective; this signing or the implementation of the obligations of the Seller do not require any authorizations from judicial or administrative authorities which have not been obtained and which are not still valid and effective; (ii) the Seller will have, on the date immediately before the Closing date, the ownership and the full and free use of the Shares, free of any pledges, uses or other constraints or obligations in favor of the Seller or third parties; (iii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Seller, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iv) this Contract is not a breach by the Seller of Article 180 of Italian Legal Decree of February 24, 1998, no. 58. 3.2 The Purchaser hereby declares and guarantees in favor of the Seller on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Purchaser of this Contract will be, by the Closing date, duly authorized by the competent organs of the Purchaser and this authorization will be valid and effective on the Closing date; this signing or the implementation of the obligations of the Purchaser will not require, on the Closing date, any authorizations from judicial or administrative authorities which have not been obtained and which will not then be valid and effective; (ii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Purchaser, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iii) this Contract is not a breach by the Purchaser of Article 180 of Italian Legal Decree of February 24, 1998, no. 58.

DECLARATIONS AND GUARANTEES. 6.1 Each Party declares and warrants to the other on the Date of Signature, that: (i) is properly organized, constituted in a valid manner and in a regular situation in the jurisdiction of its organization; (ii) has the right and authority to celebrate, execute, deliver and comply with the obligations in this Agreement; (iii) has sufficient financial resources or access to financial resources to meet the obligations present in this Agreement; (iv) obtained all corporate or other approvals necessary for the conclusion, implementation and performance of this Agreement; (v) this Agreement constitutes a legal, valid and binding obligation, enforceable against that Party, in accordance with its terms, except where compliance with such obligation may be limited by bankruptcy, insolvency, judicial recovery, and other similar laws that are present or in force in force creditors’ rights in general; (vi) there is no dispute, action, process or investigation pending or, to the best of its knowledge, os any such threat to any court or other governmental authority over, against, affecting or involving any of its business or activities that would affect its ability to conduct operations contemplated herein; And (vii) the implementation and performance of this Agreement and the operations provided for herein do not constitute a breach of any term or provision of, or a breach of(a)any relevant agreement or agreement to which that Party or any of its Affiliates is a party or is obligated to, (b) its corporate documents, or (c) any applicable law. 6.2 Each Party shall comply with all laws applicable to the O&M Services and the generation of energy by the CGF.

DECLARATIONS AND GUARANTEES. 15.1. Each Party declares and guarantees that: 15.1.1. it is legally operating and has all the necessary powers and rights to conclude and execute this Agreement, to fulfil the obligations under it, and to comply with the terms and conditions therein; 15.1.2. all necessary steps have been taken to properly and legally sign this Agreement and fulfil its obligations under it, and this Agreement is a valid agreement, legally binding the Parties and enforceable under its terms; 15.1.3. has all the necessary rights, authorizations, permissions (licenses), sufficient organizational, financial, technical and other capabilities and means to fulfil all of its obligations under this Agreement and under the laws in force in Lithuania in a competent, full and appropriate manner; 15.1.4. this Agreement does not violate the interests of creditors of the Party; it is solvent and has not been the subject to the winding-up proceedings or bankruptcy proceedings; 15.1.5. there are no unresolved or imminent claims to it, there are no actions, proceedings, arbitration proceedings, investigations or proceedings before courts, public or administrative bodies, institutions or arbitral tribunals that could have a significant adverse effect on the ability of the Party to comply with its obligations under this Agreement and to properly fulfil them; 15.1.6. it has not violated, does not violate, and will endeavour not to violate in the future any legislation or agreements (contracts) the implementation of which would significantly affect the fulfilment of the Party’s obligations under the Agreement; 15.1.7. each of the statements contained in the Agreement at the date of concluding the Agreement is true and correct in all material respects, and neither of these statements contain any concealed or omitted circumstance which causes the Party’s statement to be misleading or having other meaning. The Parties undertake to inform each other immediately of any circumstances that may lead to a change in the information contained in the statements of the Parties; 15.1.8. it has familiarized with all information, relevant to the implementation of the Agreement, and this information is sufficient for the proper and complete fulfilment of its obligations under the Agreement. 15.2. By concluding this Agreement, the Subcontractor declares and guarantees that: 15.2.1. it is familiarized with the construction Site, the circumstances and conditions under which the Works will be performed, the design ...

DECLARATIONS AND GUARANTEES. The declarations and guarantees provided by the Net Group Companies are those mentioned in the Indenture.

DECLARATIONS AND GUARANTEES. The sellers hereby declare and guarantee to the buyer that on the date of this contract, the following declarations are exact and authentic:

DECLARATIONS AND GUARANTEES. The Access Holder declares and guarantees the following on the date of signing the Contract: 1) if the Access Holder is not himself the Grid User, that he has been designated by the Grid User as Access Holder for each Access Point that is included under the Contract; 2) that the Grid User(s) who, in case, has (have) designated him as the Access Holder, has (have) declared him, or if the Access Holder is himself the Grid User, that he declares that his (their) installations are in conformity with the legal and regulatory requirements in force or which will be so in the future. In this respect, the Access Holder undertakes to:  provide ▇▇▇▇ at Elia’s first request with sufficiently detailed contractual and/or technical information about the Off-take and/or Injection Points as soon as possible; and  inform ▇▇▇▇ in advance of any modification to an Off-take and/or Injection Point, permission for which must be granted thereby; 3) that he possesses all the permits required under the Electricity Act and the Electricity Decrees and/or ordinances; 4) that he complies with all the applicable obligations under the Electricity Decrees and/or ordinances; 5) that all the information provided in relation to the entering and processing of the Access Application is correct and complete; 6) that, for all the Access Points mentioned in Appendix 2 and which do not supply a Closed Distribution System, an Access Responsible Party and, in the case of the supply of electricity, a corresponding energy supplier have been designated in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇. As regards the Access Points that supply a Closed Distribution System that are connected to the ▇▇▇▇ Grid, an Access Responsible Party charged with monitoring non-allocated energy in the Closed Distribution System connected to the ▇▇▇▇ Grid has been designated in Appendix 14bis. 7) that he fulfils the obligations specified in Articles 3 and 13 of the Contract. The Access Holder undertakes moreover that he will do everything to ensure that these declarations remain correct and complete and that the guarantees remain valid throughout the duration of the Contract.

DECLARATIONS AND GUARANTEES. You hereby declare and guarantee to the Company, on the date of acceptance of the Agreement and on each date of payment of the remuneration due to the Company: (a) that you are a validly constituted company, duly registered and validly existing under the law of your country of registration; (b) that you have the required capacity to be the valid owner of your respective assets as well as to carry out the activities that you currently carry out; (c) that you have the necessary authority, capacity, and power to enter into and execute the Agreement and enter into a contractual relationship with us on the terms and conditions hereof and as otherwise may be notified by us in writing to you, and to perform and fulfil all your obligations arising as a result thereof and in connection thereto; (d) that the entry into, execution, and performance of the Agreement has been duly authorized by your competent corporate bodies; (e) that all other authorizations, licenses, approvals or agreements required or necessary for the conclusion, execution, validity or enforceability of the Agreement have been obtained and remain in full force and effect; (f) that the person signing the Agreement on behalf of the Issuer has the necessary power and authority to sign the name and on behalf of the Issuer; (g) that the obligations incumbent on you under the Agreement to which you are a party to are in accordance with the law, valid and enforceable upon you; (h) that the entry into, execution of the Agreement and performance of your obligations pursuant thereto and resulting therefrom are not, and will not be, contrary: (i) to any law or regulation applicable to you; (ii) to your constitutive documents; and/or (iii) to any contract or act obliging or committing any of your assets and/or business. (i) without prejudice to 6 (d) and (e) above, that all necessary authorizations, permissions, approvals and permits so that (i) you can enter into and execute the Agreement, exercise the rights and fulfil the obligations resulting therefrom, (ii) the placement of your financial instruments can be carried out within the agreed and/or prescribed time frame and (ii) the Agreement is admissible as evidence before Cyprus courts, have been obtained and are in full force and effect;

DECLARATIONS AND GUARANTEES. 11.1 ▇▇▇▇▇▇'s and RTME’s Declarations and Guarantees