Common use of Representations and Warranties of Abengoa Clause in Contracts

Representations and Warranties of Abengoa. Abengoa hereby represents and warrants to the Service Recipients that: 8.1.1 it is validly organized and existing under the laws of the Kingdom of Spain; 8.1.2 it holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of Abengoa; 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement (besides compliance with all U.S. Securities and Exchange Commission and U.K. Financial Services Authority requirements); 8.1.7 this Agreement constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity; and 8.1.8 all of the Executives are either employees of (i) Abengoa Concessions S.L. or (ii) another member of the Abengoa Group and under the direct supervision and authority of Abengoa Concessions S.L.

Representations and Warranties of Abengoa. Abengoa hereby represents and warrants to the Service Recipients that: 8.1.1 it is validly organized and existing under the laws of the Kingdom of Spain; 8.1.2 it holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of Abengoa; 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement (besides compliance with all U.S. Securities and Exchange Commission and U.K. Financial Services Authority requirements); 8.1.7 this Agreement constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms, subject to to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity; and 8.1.8 all of the Executives are either employees of (i) Abengoa Concessions S.L. or (ii) another member of the Abengoa Group and under the direct supervision and authority of Abengoa Concessions S.L.

Representations and Warranties of Abengoa. Abengoa hereby represents and warrants to the Service Recipients thatas follows: 8.1.1 3.1 it is validly organized and existing under the laws of the Kingdom of Spain; 8.1.2 it holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 3.2 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 3.3 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 3.4 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instrumentsgoverning instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit permit or applicable Law law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Abengoa’s business, assets, financial condition or results of operations of Abengoaoperations; 8.1.6 3.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement (besides compliance with all U.S. Securities and Exchange Commission and U.K. Financial Services Authority requirements);Agreement; and 8.1.7 3.6 this Agreement constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity; and 8.1.8 all of the Executives are either employees of (i) Abengoa Concessions S.L. or (ii) another member of the Abengoa Group and under the direct supervision and authority of Abengoa Concessions S.L..

Representations and Warranties of Abengoa. Abengoa hereby represents and warrants to the Service Recipients thatas follows: 8.1.1 2.1 it is validly organized and existing under the laws of the Kingdom of Spain; 8.1.2 it holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 2.2 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 2.3 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 2.4 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instrumentsgoverning instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit permit or applicable Law law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Abengoa’s business, assets, financial condition or results of operations of Abengoaoperations; 8.1.6 2.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement (besides compliance with all U.S. Securities and Exchange Commission and U.K. Financial Services Authority requirements);Agreement; and 8.1.7 2.6 this Agreement constitutes a valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity; and 8.1.8 all of the Executives are either employees of (i) Abengoa Concessions S.L. or (ii) another member of the Abengoa Group and under the direct supervision and authority of Abengoa Concessions S.L..