Common use of Binding obligations Clause in Contracts

Binding obligations. The obligations expressed to be assumed by it in this Guarantee Agreement are legal and valid obligations, binding on it in accordance with the terms of this Guarantee Agreement. The choice of Luxembourg law as the governing law of this Guarantee will be recognised and enforced in the Republic of Serbia and any judgement obtained in Luxembourg in relation to this Guarantee will be recognised and enforced in the Republic of Serbia. All acts, conditions and things required to be done, fulfilled and performed in order: to enable it lawfully to enter into, exercise its rights under and perform and comply with the obligations expressed to be assumed by it in this Guarantee Agreement; to ensure that the obligations expressed to be assumed by it in this Guarantee Agreement are legal, valid and binding; and to make this Guarantee Agreement admissible in evidence in the Republic of Serbia have been done, fulfilled and performed. The execution and delivery of, the performance of its obligations under and compliance with the provisions of this Guarantee Agreement do not and will not contravene or conflict with: any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject (including any state aid related procedure or approval); and any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Guarantee Agreement. Under the laws of the Republic of Serbia, the claims of the Bank against it under this Guarantee Agreement will rank at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law. Under the laws of the Republic of Serbia, it is not necessary that this Guarantee Agreement be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Guarantee Agreement or the transactions contemplated by this Guarantee Agreement. No litigation, arbitration, administrative proceedings or investigation is current or to the best of its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to impact on performance of its obligations under this Guarantee Agreement, nor is there subsisting against it any unsatisfied judgement or award. It is not necessary under the laws of the Republic of Serbia that the Bank should be licensed, qualified or otherwise entitled to carry on business in the Republic of Serbia: in order to enable the Bank to enforce its rights under this Guarantee Agreement; or by reason of the execution of this Guarantee Agreement or the performance by it of its obligations under this Guarantee Agreement; and the Bank is not and will not be deemed to be resident, domiciled or carrying on business in the Republic of Serbia by reason only of the execution, performance and/or enforcement of this Guarantee Agreement. In respect of this Guarantee Agreement and the transaction contemplated by, referred to in, provided for or effected by this Guarantee Agreement, it has entered into this Guarantee Agreement: in good faith and for the purpose of carrying out its business; on arms’ length commercial terms; and without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors other than the Bank) or to circumvent any applicable mandatory laws or regulations of any jurisdiction. The granting of this Guarantee Agreement is not disproportionate to its financial means. It has full knowledge of the terms of the Finance Contract. to the best of its knowledge, no funds invested in connection with this Guarantee Agreement by the Guarantor are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; neither the Guarantor its officiales or representatives nor any other person acting on its or their behalf or under its or their control has committed nor will commit (i) any Prohibited Conduct in connection with the Guarantee or any transaction contemplated by this Guarantee Agreement; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering; this Guarantee (including without limitation, the negotiation, award and performance of contracts financed or to be financed by the Loan) has not involved or given rise to any Prohibited Conduct; none of the Guarantor or any Relevant Person: is a Sanctioned Person; or is in breach of any Sanctions.