SanDisk 2004 Annual Report Download - page 103

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2. The Lessors represent and warrant as follows as of the execution date of this Agreement:
(1) Each of the Lessors has any and all abilities and powers required under applicable laws and its internal rules to execute the
Relating Agreements to which the such Lessor is a party, exercise rights and perform obligations under such Relating
Agreements, and any and all procedures required under applicable laws or its internal rules to prepare the Relating
Agreements, and exercise rights and perform obligations under such Relating Agreements are taken.
(2) Preparation, delivery and performance of the Relating Agreements to which any of the Lessors is/are a party/parties do not
constitute in any respect breach against applicable laws and regulations, the respective Lessor’s respective Articles of
Incorporation and other constitutional documents, and other agreements to which the respective Lessor is a party.
(3) The Relating Agreements to which any of the Lessors is/are a party are lawful, effective and binding agreements of the
respective Lessor, enforceable pursuant to provisions of each Relating Agreements.
(4) Preparation and delivery of the Relating Agreements to which any of the Lessors is/are a party/parties, and implementation or
performance by the respective Lessor(s) of transactions contemplated under such Relating Agreements do not require any
approval or authorization from, or filing or registration with Japanese governmental authorities or Japanese courts, or any
other procedures, except for those already complete.
(5) No judicial or administrative procedure is pending that may cause any material adverse effect to the execution of any right or
performance of any obligation by the Lessors under the Relating Agreements to which any of the Lessors is/are a
party/parties.
3. Lessee and Lessors shall be deemed to have made representations and warranties in each of the above two paragraphs on the
Delivery Date of each Individual Transaction and the Lease Fee Payment Date under the then−current circumstances.
Article 21. Commitments
1. Lessee shall commit to Lessor as described below:
(1) During the Lease Term, Lessee shall manage the Property, each Unit Component and Parts separately from other properties.
(2) Lessee shall perform and comply with its obligations under the Relating Agreements (including the Original Purchase
Agreement in light of the purpose of this Agreement) according to their provisions.
(3) In case of any Events of Default, or any event that may cause any material adverse effect on the entire rights of Lessor or the
performance by Lessee of its obligations under the Relating Agreements, Lessee shall promptly inform Lessor of the
occurrence of such event.
(4) Lessee shall obtain and maintain in effect all consents, permissions, authorizations, licenses or approvals of the governmental
authorities and courts which such authorities and courts require in relation to the Relating Agreements or in order for Lessee
to continue its current
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