Promises and Warranties Sample Clauses

Promises and Warranties. 7.1 Party A shall promise and warranty that Party A is currently not and will not be in the future constrained from or limited to performing all or part of the liabilities under this Agreement by any other agreements, contracts, promises and arrangement of rights or obligations.
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Promises and Warranties. 转让方不可撤销地声明、保证及承诺如下： The Transferor shall not revoke its representations, promises and warranties as follows:
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Promises and Warranties. Party A promises that the equity interest it transferred to Party B under Article 1 of this Agreement was legally owned by it, and Party A has completed and effectual right of disposition on the equity interest. Party A also ensures that there are no mortgages, other rights of security or third-party right of recourse on the transferred equity interest.
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Promises and Warranties. 4.1 Both Parties promise to and warrant each other that: (1) the Party has the qualification and ability to enter into and perform this Contract, and the person who signs this Contract on behalf of the Party has been fully authorized to enter into this Contract on behalf of the Party;
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Promises and Warranties. 第七条 承诺及保证
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Promises and Warranties. Party A promises that the equity interest it transferred to Party B under Article 1 of this Agreement was legally owned by it, and Party A has completed and effectual right of disposition on the equity interest. Party A also ensures that there are no mortgages, other rights of security, situation of limitation like freeze or third-party right of recourse on the transferred equity interest. If there is any deficiency on the transferred equity interest, leading Party B to suffer damages, Party A should reimburse such damages to Party B. Party B guarantees that after the effectiveness of this Agreement, it shall assist Party A to complete the registration of transfer of equity interest with the commerce and taxation authority as soon as possible.
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Promises and Warranties. 8.1 The Target Company and the Transferor undertake: 1) After the acquisition, Zhonglian shall strictly abide by (and shall ensure that its holding subsidiaries strictly abide) the requirements of all PRC laws and regulations involved in the conduct of the company’s business, and in accordance with the requirements of the law, timely handle business qualifications and standardize daily business activities (including but not limited to taxation, labor, social security, etc.). 2) The governance structure of Zhonglian shall be subject to Article 9 of this Agreement, the Articles of Association, the amendments to the Articles of Association and the provisions of the law. However, in particular, if the shareholders’ meeting of Zhonglian makes a resolution not to distribute profits, dispose of the company’s equity or other assets held by Zhonglian, change the control of Zhonglian, and other resolutions of the shareholders’ meeting that lead to the dilution of the equity of Zhonglian held by the transferee, and other adverse effects on the shareholders’ rights and interests of the transferee, the consent vote of the transferee shall be included. 8.2 For the purposes of performing this Agreement, each party represents and warrants to the other parties that, as of the date of this Agreement: 1) This Agreement has been validly signed and entered into force by all parties; 2) Each party shall have the legal and full right and authority to enter into and perform this Agreement and any other transaction documents relating to the Acquisition, which, if executed, constitute valid and binding obligations for the parties in accordance with their respective terms.
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Promises and Warranties. 1. Party A, Party B and Party C and Party D have disclosed all agreements, contracts, confirmation letters and other binding documents of Target Company to Party E and shall guarantee the authenticity and validity of these documents. 2. Party A, Party B, Party C, and Party D shall guarantee the transferred equity interest without any mortgage and warranty and entirely or partially transferring to any other Affiliated Party, or transferring its rights and interests in the Target Company by any other ways, and guarantee exemption of claiming from any other Affiliated Party. Otherwise, any other obligations arisen from such conditions shall be totally born by Party A, Party B, Party C and Party D. 3. Party A, Party B, Party C, and Party D shall guarantee to sign and perform this Agreement without prejudice to any other terms and conditions under any other agreements, contracts, confirmation letters and/or any other promissory documentations and files to Party A, Party B, Party C, and Party D which are signed in the name of Party A, Party B, Party C, and Party D and shall guarantee to transfer its equity interest in the Target Company without prejudice to any other warranties, mortgages, pledges and liens to assets of Target Company and/or any other forms of regulations, without violating any other rules, regulations and decrees Transferors have to comply with. 4. Party E shall guarantee to sign and fulfill the Agreement without prejudice to any other terms and conditions under any other agreements, contracts, confirmation letters and/or any other promissory documentations and files to Party E which are signed in the name of Party E, and shall guarantee to not violate the Article of Incorporation of Party E and any other rules and regulations Party E shall comply with. 5. Party A, Party B, Party C, and Party D shall guarantee that the Target Company has neither any other undisclosed litigations, arbitrations and any other actions disobeying laws and administrative formalities, nor any other evidences and circumstances may result in occurrence of above mentioned actions. 6. Party A, Party B, Party C, Party D and Party E all guarantee that provided cases proving the guarantees made hereof inauthentic and inaccurate or misunderstanding occur, each Party shall notify each other in written form immediately. In the event that any other Party default its guarantees under this Agreement or its guarantees are inauthentic, inaccurate, incomprehensive or misleading which...
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Related to Promises and Warranties

  • No Other Representations and Warranties (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4, OR IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, NEITHER PARENT NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE), IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND PARENT HEREBY EXPRESSLY DISCLAIMS ANY SUCH OTHER REPRESENTATION OR WARRANTY. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER, NEITHER PARENT NOR ANY OTHER PERSON MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO THE COMPANY OR ANY OF ITS REPRESENTATIVES WITH RESPECT TO (i) ANY PROJECTIONS, INCLUDING PROJECTED STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF PARENT AND CERTAIN BUSINESS PLAN INFORMATION OF PARENT (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS AND FORECASTS); OR (ii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY PARENT IN THIS ARTICLE 4, OR IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, ANY ORAL OR WRITTEN INFORMATION PRESENTED TO THE COMPANY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF PARENT, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making any representations or warranties relating to the Company or its Subsidiaries or their respective businesses, operations, assets, Liabilities or conditions (financial or otherwise), whatsoever, express or implied, beyond those expressly given by the Company in ARTICLE 3, or in any certificate delivered pursuant to this Agreement, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent or any of its Representatives and that Parent and Merger Sub have not relied on any such other representation or warranty not set forth in ARTICLE 3 or in any certificate delivered pursuant to this Agreement. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made by the Company or any other Person with respect to any projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information of the Company and its Subsidiaries (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) that may have been made available to Parent or any of its Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other transactions contemplated by this Agreement).

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date: (a) The Seller is a New York corporation, validly existing and in good standing under the laws of the State of New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Seller; (b) The Seller has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of the Seller enforceable in accordance with its terms; (c) The Seller is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (d) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which the Seller is a party or by which the Seller may be bound; and (e) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement or the Notes that in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. The representations and warranties in this Section shall survive the transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a breach of any representations and warranties in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against the Seller respecting any breach.