This excerpt taken from the HAUP 8-K filed Dec 29, 2008.
Representations and Warranties. The Buyer represents and warrants to the Seller that:
(a) the Buyer has the all requisite corporate power and authority to execute and deliver this Note and the Pledge Agreement and to perform all of the obligations hereunder and thereunder.
(b) the execution and delivery by the Buyer of this Note and the Pledge Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been validly authorized by all necessary corporate action on the part of the Buyer.
(c) this Note has been validly executed and delivered by the Buyer and, assuming this Note constitutes the valid and binding obligation of the Seller, constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses; and
(d) the execution, delivery and performance by the Buyer of this Note does not (i) violate any provisions of the Buyer’s Certificate of Incorporation, bylaws or any contract, agreement, law, regulation, order, decree or writ to which the Buyer or any of its properties are subject, or (ii) require the consent or approval of any person, entity or authority, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of any of the foregoing.
This excerpt taken from the HAUP 8-K filed Dec 16, 2008.
Representations and Warranties.
The Pledgor represents and warrants to the Bank that the Pledgor is the sole owner of the Collateral and the Collateral is free of all encumbrances except for the security interest in favor of the Bank created by this Agreement.
This excerpt taken from the HAUP 8-K filed Dec 6, 2005.
REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties made in the Guarantee, the Pledgor hereby represents and warrants for the benefit of the Pledgee that:
(a) the Pledgor and the Company are duly incorporated and validly existing under the laws of their jurisdiction of incorporation, have the power to enter into this Agreement and to exercise and perform their rights and obligations hereunder and have taken all corporate and other actions required for the execution, delivery and performance of this Agreement;
(b) the granting of the pledge falls within the corporate purpose of the Pledgor, which has also satisfied itself that the benefits it expects to derive from the Guarantee and the Notes are an adequate consideration for it to grant this Pledge;
(c) no demand, order or resolution for the winding-up or liquidation has been made or filed or is currently pending before the court in relation to the Pledgor or the Company and neither the Pledgor nor the Company are subject to any bankruptcy proceedings or proceedings for concordat préventif de faillite, gestion contrôlée or sursis de paiement;
(d) the Shares represent, on the date of execution of this Agreement, sixty-five per cent (65%) of the issued share capital of the Company, are validly issued and fully paid up, and no dividends have been distributed on the Shares which remain unpaid on the date hereof;
(e) on the date of execution of this Agreement, the Shares are, and shall remain, in registered form until the date upon which the Secured Obligations have been unconditionally and irrevocably paid and discharged in full;
(f) the Pledgor is, on the date of execution of this Agreement, the registered and absolute legal owner and beneficial owner of the Shares, duly registered in the Companys
shareholders register. The Companys shareholders register accurately reflects the number of shares held by the shareholders;
(g) the Pledged Assets are free from any security interest, lien or encumbrance of any kind, except for the Pledge. The business of the Pledgor is not subject to a floating charge (gage sur fonds de commerce), similar foreign law security or any mandate to create the same, save as required or permitted under the Guarantee and/or the Notes;
(h) none of the rights attached to the Pledged Assets, and in particular voting rights or rights to dividends, have been transferred to any other shareholder or any other third party or may be exercised by any other party, by virtue of a power of attorney, a proxy or a similar authorisation;
(i) this Agreement constitutes the legal, valid and binding obligations of the Pledgor, enforceable in accordance with its terms save (i) that an order for specific performance is at the discretion of the courts and (ii) for all laws affecting creditors rights generally.