Each Party hereby represents and warrants to the other Parties upon entering into this Memorandum as follows:
a) the signing and the entering by it into of the Memorandum and the carrying out of the transactions contemplated therein, shall not violate any provision of its constitutional documents;
b) it has the power and is authorised to execute, deliver and perform its obligations under the Memorandum, and has taken all necessary action to authorise that execution, delivery, performance and its entry into the Memorandum and its execution, delivery and the performance do not violate or conflict with any other term or condition of any contract to which it is a party or any constitutional document, rule, law or regulation applicable to it;
c) it has all governmental and regulatory authorisations, approvals and consents necessary for it to legally perform its obligations under the Memorandum;
d) it has negotiated, entered into and executed the Memorandum as principal (and not as agent or in any other capacity, fiduciary or otherwise);
e) it is acting for its own account (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), has made its own independent decision to enter into the Memorandum and it is appropriate or proper for it based upon its own judgement, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of the Memorandum;
f) the other Party is not acting as its fiduciary or adviser;
g) with respect to a Party, it is not insolvent, and there are no pending or threatened legal or administrative proceedings to which it is a party which to the best of its knowledge would materially adversely affect its ability to perform the Memorandum, and that it could become insolvent.
i) Neither Party nor any of its subsidiaries ("Company"), or to the knowledge of the Company, any person on whose behalf the Company is acting in connection with the Contract, is an individual or entity ("Person") that is, or is directly or indirectly, owned or controlled by, a Person (or Persons) (each a "Sanctioned Person") that is the subject of any Sanctions administered or enforced by a Sanctions Authority;
j) No Sanctioned Person has, directly or indirectly, any beneficial or other property interest in the Memorandum nor will have any participation in or derive any other financial or economic benefit from the Memorandum.