COMMITMENTS AND WARRANTIES Sample Clauses
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COMMITMENTS AND WARRANTIES. All services provided by the Company have been performed in conformity with all applicable contractual commitments (written or oral) and all express and implied warranties (written or oral), and Target has no Liability and, to the Knowledge of the Transferor and Target, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) in connection with any such services. ss.4(v) of the Disclosure Schedule includes copies of the standard forms of agreement entered into between Target and its customers. Target has not entered into any written or oral agreements with any of its customers that include guaranties, warranties, or indemnity provisions other than those included in the agreements included as part of Section 4(v) of the Disclosure Schedule. Neither Target nor the Transferor has received notice (written or oral) from any of its customers stating that the customer intends to reduce the volume of business that it currently conducts with Target or to cease doing business with Target.
COMMITMENTS AND WARRANTIES. 17 (u) LIABILITY FOR SERVICES PERFORMED............................................ 18 (v) EMPLOYEES................................................................... 18 (w)
COMMITMENTS AND WARRANTIES. All services provided by the Company have been performed in conformity with all applicable contractual commitments (written or oral) and all express and implied warranties (written or oral), and the Company has no Liability and, to the Knowledge of the Shareholders and the Company, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) in connection with any such services. Section 4(t) of the Disclosure Schedule includes copies of the standard forms of agreement entered into between the Company and its customers. The Company has not entered into any written or oral agreements with any of its customers that include guaranties, warranties, or indemnity provisions other than those included in the agreements included as part of Section 4(t) of the Disclosure Schedule. Neither the Company nor the Shareholders has received notice (written or oral) from any of its customers stating that the customer intends to reduce the volume of business that it currently conducts with the Company or to cease doing business with the Company.
COMMITMENTS AND WARRANTIES. All services provided by the Company have been performed in all material respects in conformity with all applicable contractual commitments (written or oral) and all express and implied warranties (written or oral), and the Company has no Liability and, to the Knowledge of the Shareholders and the Company, there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability in connection with any such services. Section of the Disclosure Schedule includes copies of the standard forms of agreement entered into between the Company and its customers. The Company has not entered into any written or oral agreements with any of its customers that include guaranties, warranties, or indemnity provisions other than those included in the agreements included as part of Section of the Disclosure Schedule.
COMMITMENTS AND WARRANTIES. 20 (xxii) EMPLOYEES................................................................... 20 (xxiii)
COMMITMENTS AND WARRANTIES. 5.1 甲方向乙方保证和承诺如下:
5.1 Party A shall warrant and undertake to Party B as follows:
1、 甲方是依法注册成立并且合法存续的企业法人,具有依照《公司法》及其公司章程签署本合同的权利能力和行为能力,并有足够的能力全面履行本合同规定的义务。
1. Party A is an enterprise legal person legally incorporated and operating in accordance with the applicable laws, holding the right and capacity to execute this Contract in accordance with the Company Law and its Articles of Association, and has sufficient ability to perform its obligations hereunder fully.
2、 本合同的签署和履行不与甲方公司章程或有关法律、法规、条例等有约束力的规范性文件及签订的协议所承担的义务相冲突。
COMMITMENTS AND WARRANTIES. 2.1. Upon the signing of this Contract, all Parties are not required to continue the fulfillment of any responsibilities and obligations under the Mortgage Contract. Shanghai Qingting does not have any disputes or controversies in relation to this Contract, the Mortgage Contract or related matters concerning the Mortgage Contract with other Parties.
2.2. The signing of this Contract will not cause the creation of or increase in any obligation, liability, debt or burden of Shanghai Qingting.
2.3. Xinting Investment acknowledges that upon the signing of this Contract, Xinting Investment will not make any claims, demands, or claims for rights against Shanghai Qingting and/or the SunnyWorld Center Project under the Mortgage Contract.
COMMITMENTS AND WARRANTIES. Without prejudice to any other warranties, the Organizer commits and warrants to Airbus that: - It owns the Organizer`s Brand; - It will provide the Project with all reasonable skill and professional care and to a standard that is benefiting of Airbus' reputation and the purposes stated in the Agreement; - It shall not, and shall procure that its employees and agents shall not, make any defamatory, disparaging or derogatory statements about Airbus or its affiliates or do any act or thing which is or might be derogatory or otherwise detrimental to the reputation of the Airbus Company; -It will not enter into any Agreement with any Airbus competitor during the term, unless necessary due to the nature of the event; - It will keep Airbus informed as promptly as reasonably practicable with respect to material developments or changes to the Organizer which might affect Airbus’ usage of the Sponsorship Rights. In case the Organizer fails to comply with these warranties or in case the Project is not performed by the Organizer as scheduled, save as otherwise stated in the Specific Conditions, and as a result of any act or omission by the Organizer, Airbus reasonably considers that its image or its reputation has been, or is likely to be, (if such breach were repeated), materially adversely affected, Airbus shall be entitled to and may claim at least the reimbursement of the Fee paid under this Agreement.
COMMITMENTS AND WARRANTIES. All services provided by the Company have been performed in all material respects in conformity with all applicable written contracts and all express and statutorily implied warranties, and the Company has no Liability in connection with any such services. Section 4(u) of the Disclosure Schedule includes copies of the representative agreements entered into between the Company and its customers. The Company has not entered into any written agreements with any of its customers that include guaranties, warranties, or indemnity provisions other than those included in the agreements included as part of Section 4(u) of the Disclosure Schedule.
COMMITMENTS AND WARRANTIES. The Company undertakes and warrants to the Investor that:
(1) the Company did not have any major breach of or any fraudulent activities against the transaction documents of the Capital Increase;
(2) where the Company has a major breach of contract or illegal act, it shall make corrections within 15 working days after receiving a written notice from the Investor requesting such corrections;
(3) the Company shall not change its registered address to areas outside Guangzhou City before the withdrawal of the Investor, and Guangdong Xiaopeng’s status as the actual controller of the Company will not change; In the event of violation of the above clauses, the Investor can make a repurchase request before its withdrawal, and the repurchasing party shall cooperate unconditionally. The equity repurchase price is the sum of the Capital Increase Price paid by the Investor and the income from the Capital Increase Price paid by the Investor based on an annual investment yield of 6%. The calculation formula is as below: Repurchase Price = Capital Increase Price paid by the Investor× (1+6%×the number of natural days from the closing date (inclusive) to the date (inclusive) of actual payment of the repurchase price/365). The repurchasing party shall pay the full repurchase price within 30 days after receiving the Investor’s written notice of equity repurchase. Where the repurchasing party fails to repurchase within such agreed period or fails to pay the repurchase price in full, the repurchasing party shall pay the Investor a liquidated damage of 5 per day for the outstanding amount, which is calculated from the date when the repurchasing party fails to pay the Investor the repurchase price on time to the date when the repurchase price is paid in full. The Investor undertakes and warrants to the Company and Guangdong Xiaopeng that:
(1) it has the legal ownership or disposal right to the property used for this Capital Increase, and that the source and use of the property comply with laws, regulations and relevant policies.
(2) there are no major omissions or misleading statements with regard to this Capital Increase, and there are no fraud, concealment or other statements that do not conform to the actual situation.
(3) the Investor shall comply with, and procure all the partners of the Investor to comply with, all and any of the commitments made to the Company and Guangdong Xiaopeng. In the event of violation of the above clauses, Guangdong Xiaopeng has the right to requir...