of Representations and
WarrantiesNeither such Seller nor any of its Affiliates or Representatives is
making any representation or warranty on behalf of such Seller of any kind or
nature whatsoever, oral or written, express or implied, except as expressly set
forth in this Article III, and such Seller hereby disclaims any such other
representations or warranties.
Notwithstanding anything herein to the contrary,
no representation or warranty made herein is made, or shall be deemed to be
made, by or on behalf of the beneficial holders of Shares of the Company.
Section 3.9
Delegado Fiduciario (Fiduciary
Delegate) The fiduciary delegate of each Seller has sufficient power and
authority (including the necessary corporate authority) to validly execute and
deliver this Agreement on its behalf and to validly bind DBM and FN,
respectively, as trustees under the terms herein and pursuant to the DBM Trust
and the FN Trust, as evidenced in the documents attached hereto as Annex A, and
such powers, authority and corporate authorizations have not been revoked,
modified or limited in any manner.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the Disclosure Schedules, the Company hereby represents
and warrants to the Buyers as follows:
SECTION 4.1
ORGANIZATION AND QUALIFICATION (A)
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS (I) DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION AS SET FORTH IN
SCHEDULE 4.1(A) OF THE DISCLOSURE SCHEDULES, AND HAS ALL NECESSARY POWER AND
AUTHORITY TO OWN, LEASE, LICENSE AND OPERATE ITS ASSETS AND PROPERTIES AND TO
CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED AND (II) DULY QUALIFIED OR
LICENSED AS A FOREIGN ENTITY TO DO BUSINESS, AND IS IN GOOD STANDING, IN EACH
JURISDICTION WHERE THE CHARACTER OF THE PROPERTIES OWNED, LEASED OR OPERATED BY
IT OR THE NATURE OF ITS BUSINESS MAKES SUCH QUALIFICATION OR LICENSING
NECESSARY, EXCEPT, IN THE CASE OF THIS CLAUSE (II), FOR ANY SUCH FAILURES THAT
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT WITH RESPECT TO THE COMPANY.
(B)
THE COMPANY HAS HERETOFORE FURNISHED
TO THE BUYERS A TRUE, COMPLETE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION AND ESTATUTOS SOCIALES (BY-LAWS) OR EQUIVALENT ORGANIZATIONAL
DOCUMENTS, EACH AS AMENDED AND IN EFFECT TO THIS DATE, OF THE COMPANY AND EACH
OF ITS SUBSIDIARIES.
SUCH CERTIFICATES OF INCORPORATION, ESTATUTOS SOCIALES
(BY-LAWS) OR EQUIVALENT ORGANIZATIONAL DOCUMENTS ARE IN FULL FORCE AND EFFECT.
Section 4.2
AuthorityExcept for those approvals
expressly set forth in Section 7.1(c), as of the Execution Date, the Company has
the power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and, except for the approvals described in
Section 7.1(c), performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby have been
duly and
***Certain confidential portions of this exhibit were omitted by means of