Common use of Representatives and Warranties Clause in Contracts

Representatives and Warranties. Borrower represents and warrants that: 2.1 If applicable, it is a duly organized, legally existing corporation in good standing under the laws of the State of Illinois, is qualified to do business in and is in good standing under the laws of any other state in which it conducts its business. 2.2 It has the power and is duly authorized to enter into this Agreement and to execute and deliver to Bank One, now and from time to time hereafter, additional instruments, resolutions, agreements and other instruments or documents relating to the Obligation owed to Bank One. It has, by proper action, authorized and empowered those persons whose signatures appear in this Agreement, and any instruments, documents and exhibits that have been delivered in connection herewith to execute the same for and on its behalf. 2.3 The execution by it of this Agreement or any other agreements, instruments, or documents which may, from time to time hereafter, be executed in respect hereto and delivered to Bank One, shall not constitute a breach of any provisions contained in its articles of incorporation or bylaws, or if promulgated pursuant thereto, and that the performance by it of its obligations hereunder or any agreements executed by it and delivered hereunder shall not constitute an event of default under any other agreement to which it is now a party. 2.4 All financial statements and information relating to it which have been or may hereafter be delivered by it, its agents or accountants to Bank One are true and correct and have been prepared in accordance with GAAP and that there have been no material adverse changes in its financial or business condition or operations since the submission of any financial information to Bank One, and no material adverse changes in its financial or business condition or operations are imminent or threatened. 2.5 All of its Federal, State and other tax returns and reports, including reports to any governmental authority, for the proper maintenance and operation of its properties, assets and business, as may be required by law to be filed or paid, have been filed, and all Federal, State and other taxes, assessments, fees and other governmental charges (other than those presently payable, without penalty) imposed upon it or its properties or assets, which are due and payable, have been fully paid unless being contested by it in the ordinary course of business for which it has provided adequate reserves. 2.6 There is no litigation or, legal or administrative proceedings, investigations or other action of any nature, pending or, to its knowledge, threatened against or affecting it, which have not been disclosed to Bank One and involve the possibility of any judgment or liability not covered by insurance which may materially or adversely affect any of its properties or assets or its right to carry on its business as now conducted. 2.7 It has good, valid and marketable title to all of its property and assets free of any adverse lien, security interest or encumbrance, except liens, security interests, pledges and encumbrances disclosed to Bank One by Borrower in writing prior to the date hereof. 2.8 All of the funds loaned to it pursuant to this Agreement have been or will be used exclusively in its normal business operation, will not be diverted to or used in any other manner, and will not be used for the purchasing or carrying of any "Margin Stock" as defined in regulations promulgated by the Federal Reserve Board or the Securities and Exchange Commission. 2.9 It possesses and will continue to possess all permits, licenses, trademarks, patents and rights thereto to conduct its business and that its business does not conflict or violate any valid rights of others with respect to the foregoing. 2.10 If applicable, it is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereof ("ERISA"). Neither a Reportable Event nor a Prohibited Transaction, as defined per ERISA, has occurred and is continuing with respect to any Plan, nor has there been a notice of intent to terminate a Plan or appoint a trustee to administrate a Plan. 2.11 It is in material compliance with all Federal, State and local laws, ordinances, regulations, rulings and interpretations relating to industrial hygiene, public health or safety, environmental conditions, the protection of the environment, the release, discharge, emission or disposal to air, water, land or ground water, the withdrawal or use of ground water or the use, handling, disposal, treatment, storage or management of or exposure to Hazardous Materials ("Hazardous Materials Laws"), the violation of which would have a material effect on its business, its financial condition or its assets. The term "Hazardous Materials" means any flammable materials, radioactive materials, pollutants, toxic substances, hazardous water, hazardous materials, hazardous substances, polychlorinated biphenyls, asbestos, urea formaldehyde, petroleum (including its derivatives, by-products or other hydrocarbons) or related materials or other controlled, prohibited or regulated substances or materials, including, without limitation, any substances defined or listed as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "pollutants" or "toxic substances" under any Hazardous Materials Laws. It has not received any written or oral communication or notice from any judicial or governmental entity nor it is aware of any investigation by any agency for any violation of any Hazardous Materials Law,

Representatives and Warranties. Borrower represents 10.1 Representatives and warrants that:Warranties of the Agency 2.1 If applicable, a. it is a duly organizedorganised, legally validly existing corporation and in good standing under the laws of the State of Illinois, is qualified to do business in and is in good standing under the laws of any other state in which India; b. it conducts its business. 2.2 It has the full power and is duly authorized authority to enter into execute, deliver and perform its obligations under this Agreement and to execute and deliver to Bank One, now and from time to time hereafter, additional instruments, resolutions, agreements carry out the transactions contemplated hereby; c. it has taken all necessary corporate and other instruments or actions under Applicable Laws and its charter documents relating to authorise the Obligation owed to Bank One. It hasexecution, by proper action, authorized delivery and empowered those persons whose signatures appear in performance of this Agreement; and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof; d. it has the financial standing and capacity to undertake the Services; e. this Agreement constitutes its legal, valid and any instrumentsbinding obligation enforceable against it in accordance with the terms hereof; f. the execution, documents delivery and exhibits that have been delivered in connection herewith to execute the same for and on its behalf. 2.3 The execution by it performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Agency’s Memorandum and Articles of Association or any other agreements, instruments, or documents which may, from time to time hereafter, be executed in respect hereto and delivered to Bank One, shall not constitute a breach of any provisions contained in its articles of incorporation or bylaws, or if promulgated pursuant thereto, and that the performance by it of its obligations hereunder Applicable Laws or any agreements executed by it and delivered hereunder shall not constitute an event of default under any other agreement covenant, agreement, understanding, decree or order to which it is now a party. 2.4 All financial statements and information relating to it party or by which have been or may hereafter be delivered by it, its agents or accountants to Bank One are true and correct and have been prepared in accordance with GAAP and that there have been no material adverse changes in its financial or business condition or operations since the submission of any financial information to Bank One, and no material adverse changes in its financial or business condition or operations are imminent or threatened. 2.5 All of its Federal, State and other tax returns and reports, including reports to any governmental authority, for the proper maintenance and operation of its properties, assets and business, as may be required by law to be filed or paid, have been filed, and all Federal, State and other taxes, assessments, fees and other governmental charges (other than those presently payable, without penalty) imposed upon it or its properties or assets, which are due and payable, have been fully paid unless being contested by it in the ordinary course of business for which it has provided adequate reserves. 2.6 There is no litigation or, legal or administrative proceedings, investigations or other action of any nature, pending or, to its knowledge, threatened against or affecting it, which have not been disclosed to Bank One and involve the possibility of any judgment or liability not covered by insurance which may materially or adversely affect any of its properties or assets are bound or its right affected; g. there are no actions, suits, proceedings or investigations pending or to carry on its business as now conducted.the Agency’s knowledge threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute Agency’s Event of Default or which individually or in the aggregate may result in Material Adverse Effect; 2.7 It h. it has good, valid and marketable title to all of its property and assets free no knowledge of any adverse lien, security interest violation or encumbrance, except liens, security interests, pledges and encumbrances disclosed to Bank One by Borrower in writing prior to the date hereof. 2.8 All of the funds loaned to it pursuant to this Agreement have been or will be used exclusively in its normal business operation, will not be diverted to or used in any other manner, and will not be used for the purchasing or carrying of any "Margin Stock" as defined in regulations promulgated by the Federal Reserve Board or the Securities and Exchange Commission. 2.9 It possesses and will continue to possess all permits, licenses, trademarks, patents and rights thereto to conduct its business and that its business does not conflict or violate any valid rights of others with respect to the foregoing. 2.10 If applicable, it is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereof ("ERISA"). Neither a Reportable Event nor a Prohibited Transaction, as defined per ERISA, has occurred and is continuing default with respect to any Planorder, nor writ, injunction or any decree of any court or any legally binding order of any government body which may result in Material Adverse Effect; i. it has there been a notice of intent to terminate a Plan or appoint a trustee to administrate a Plan. 2.11 It is in material compliance complied with all FederalApplicable Laws and has not been subject to any fines, State penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect; j. subject to receipt by the Agency from DoT, of the Termination Payment and local lawsany other amount due under any of the provisions of this Agreement, ordinancesin the manner and to the extent provided for under the applicable provisions of this Agreement, regulationsall rights and interests of the Agency under this Agreement and shall cease and be inoperative to the intent and purpose; k. no representation or warranty by the Agency contained herein or in any other document furnished by it to DoT in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; l. no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Agency to any Person to procure this Agreement; m. without prejudice to any express provision contained in this Agreement, rulings the Agency acknowledges that prior to the execution of this Agreement, the Agency has after a complete and interpretations careful examination made an independent evaluation of the Services, and the information provided by to it as part of the bid documents or otherwise, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Agency in the course of performance of its obligations hereunder; and n. the Agency also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to industrial hygiene, public health or safety, environmental conditions, the protection any of the environment, matters set forth above and hereby confirms that DoT shall not be liable for the release, discharge, emission or disposal same in any manner whatsoever to air, water, land or ground water, the withdrawal or use of ground water or the use, handling, disposal, treatment, storage or management of or exposure to Hazardous Materials ("Hazardous Materials Laws"), the violation of which would have a material effect on its business, its financial condition or its assets. The term "Hazardous Materials" means any flammable materials, radioactive materials, pollutants, toxic substances, hazardous water, hazardous materials, hazardous substances, polychlorinated biphenyls, asbestos, urea formaldehyde, petroleum (including its derivatives, by-products or other hydrocarbons) or related materials or other controlled, prohibited or regulated substances or materials, including, without limitation, any substances defined or listed as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", "pollutants" or "toxic substances" under any Hazardous Materials Laws. It has not received any written or oral communication or notice from any judicial or governmental entity nor it is aware of any investigation by any agency for any violation of any Hazardous Materials Law,Agency.