REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause Samples
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REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 As at the date of this Agreement, the Issuer represents, warrants and undertakes to the Dealers and each of them as follows:
(a) that:
(i) its most recently published audited consolidated financial statements (the audited accounts); and
(ii) its most recently published unaudited interim consolidated financial statements, were in each case prepared in accordance with the requirements of the Prospectus Regulation and that they present fairly (i) its consolidated financial condition as at the date to which they were prepared (the relevant date) and (ii) its results of operations, cash flows and changes in shareholders’ equity for the financial period ended on the relevant date and, except as disclosed in the Base Prospectus, that there has been no change nor any development or event reasonably likely to involve a prospective change which is materially adverse to its consolidated condition (financial or other), prospects, results of operations, or general affairs, or that of the Issuer, as the case may be, since the date of the audited accounts;
(b) its most recently published statutory (parent only) financial statements are correct and complete (as the term is understood pursuant to article 958c of the Swiss Code of Obligations) and have been prepared on a consistent basis in accordance with Swiss law and, except as disclosed in the Base Prospectus, since the date to which the most recent such accounts were prepared there has been no change nor any development or event reasonably likely to involve a prospective change which is materially adverse to its condition (financial or other), prospects, results of operations or general affairs;
(c) that the Base Prospectus contains all information with respect to itself and the Notes to be issued under this Agreement that is material in the context of the Notes to be issued under this Agreement, all statements of fact contained in the Base Prospectus are true and accurate in all material respects and not misleading in any material respect and all statements of intention, opinion or expectation contained in the Base Prospectus are honestly and reasonably held and have been made after due and careful consideration, there is no other fact or matter omitted from the Base Prospectus which (i) was or is necessary information which is material to an investor and their investment advisers for making an informed assessment of its assets and liabilities, financial position, profits and losses and prospects, the rights attac...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) Article VI of the Amended Credit Agreement (excluding Section 6.10 of the Amended Credit Agreement); and
(ii) clause 4(b) of Amendment Number Two, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment and each officer certificate referred to in Clause 4.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Facility Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, (A) contain amendments that will, if applicable, be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement and (B) effect the Torcatt Release on the same substantive terms (including as to the determination of the Torcatt Release Date) as the arrangements referred to in Clause 3;
(ii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (i) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at, or promptly following, the Amendment Effective Date; and
(iii) represents and warrants to the Facility Agent and each Lender that if and to the extent any of the credit agreements with any of the Borrower's creditors, other than any of its creditors under an ECA Financing, include similar covenants regarding security and guarantee requirements to those requested to be amended under the Request, such covenants are substantially aligned with the similar covenants set out in the Amended Credit Agreement ignoring for this purpose, if applicable, any current differences between them and/or their definitions which the Borrower in good faith consider immaterial in giving this representation and any differences arising from the application of differing governing laws applicable.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (a) Each of the representations and warranties in:
(i) Article VI of the Amended Credit Agreement; and
(ii) clause 4(b) of the Fourth Amendment Agreement, are deemed to be made by the Borrower on the date of this Amendment and the Amendment Effective Date, in each case as if reference to the Loan Documents in each such representation and warranty was a reference to this Amendment, each officer certificate referred in clause 3.1(b), and as if the Amended Credit Agreement was effective at the time of each such repetition.
(b) In addition to the representations and warranties referred to in paragraph (a) above, the Borrower:
(i) represents and warrants to the Administrative Agent and each Lender that if and to the extent any of the Borrower’s Bank Indebtedness include a fixed charge coverage ratio and/or net debt to capitalisation ratio commitment, such fixed charge coverage ratio and/or net debt to capitalization ratio commitment (and their definitions) are substantially aligned with the Fixed Charge Coverage Ratio and the Net Debt to Capitalization Ratio respectively (and their definitions) ignoring for this purpose, if applicable, any differences in their definitions which the Borrower in good faith considers immaterial in giving this representation and any differences arising from the application of differing governing laws applicable to any such Bank Indebtedness;
(ii) represents and warrants to the Administrative Agent and each Lender that the Borrower is negotiating amendments to each other ECA Financing which shall, upon entry into of the relevant amendment agreement in respect of that ECA Financing, contain amendments that will be consistent with, and on the same substantive terms as, the amendments to be contained in the Amended Credit Agreement; and
(iii) covenants and undertakes with the Facility Agent that, in relation to each amendment agreement to the finance documents in respect of each other ECA Financing containing the amendments referred to in paragraph (ii) above, it will liaise with counsel to the facility agent under each such other ECA Financing to sign and lodge counterparts of such amendment agreements on the understanding that they will become effective at or around the same time as the Amendment Effective Date or, if and to the extent that the Facility Agent receives evidence satisfactory to it that Hermes has permitted this and provided that all such amendment agreements shall take effect no later than 31 December 2021, promptly af...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. (A) The Client hereby represents, warrants and undertakes to the Custodian that:
(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization;
(ii) during the term of this Agreement it (and any person on whose behalf it may act as agent or otherwise in a representative capacity) has and will continue to have, or will take all action necessary to obtain, full capacity and authority to enter into this Agreement and to carry out the transactions contemplated herein, and has taken and will continue to take all action (including, without limitation, the obtaining of all necessary governmental consents in any applicable jurisdiction) to authorize the execution, delivery and performance of obligations of the Client, and the validity and enforceability of such obligations and the rights of the Custodian, under this Agreement;
(iii) it has authority to deposit the Property received in the Custody Account and the Custody Cash Account and there is no claim or encumbrances that adversely effects any delivery or payment of Property made in accordance with this Agreement; and
(iv) this Agreement is legal, valid and binding on the Client;
(v) on or prior to the execution of this Agreement, the Client has provided to the Custodian certified true copies of evidence of the due authorization for the execution, delivery and performance of this Agreement;
(vi) except as provided in Clause 16 of this Agreement, all Property deposited with the Custodian shall, at all times, be free from all charges, mortgages, pledges or other such encumbrances(except as otherwise provided by law);
(vii) the Client shall, at all times, be entitled or otherwise duly authorized to deal with, and dispose of, all or any part of the Property, whether through a relevant Clearance System or otherwise; and
(viii) the Client is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement. The Client agrees to inform the Custodian promptly if any statement set forth in this Section 4(A) ceases to be true and correct as of any date after the date hereof.
(B) The Custodian here...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 4.1 Party A hereby makes irrevocable representations, warranties and undertakings below:
(1) Party A is a wholly foreign-owned limited liability company duly incorporated and validly existing under the laws of China; Party A or its designated service provider will, prior to its provision of any services hereunder, obtain all government permits and licenses necessary for the provision of such services;
(2) Party A has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party A’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws;
(3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof.
4.2 Party B hereby makes irrevocable representations, warranties and undertakings below:
(1) Party B is a limited liability company duly incorporated and validly existing under the laws of China. Party B has obtained and will maintain all government permits and licenses necessary for its conducting the Primary Business.
(2) Party B has taken the necessary corporate actions, obtained the necessary authorization, and obtained the consent and approval of any third party and government authority (if necessary) to execute, deliver and perform this Agreement; Party B’s execution, delivery and performance of this Agreement shall not violate the express provisions of Chinese laws.
(3) This Agreement constitutes obligations which are lawful, valid to and binding on it and enforceable against it under the provisions hereof.
(4) Without the prior written consent of Party A, Party B shall not dispose of Party B’s major assets in any manner, nor shall Party B change its existing composition of shares.
(5) Party B will pay the service fees to Party A in full and on schedule as stipulated herein.
(6) Party B will promptly inform Party A of the circumstances that have or may have a material adverse effect on its business and its operation, and shall make every effort to prevent the occurrence of such circumstances and/or the expansion of losses.
(7) Except as required by the daily operation, without the prior written consent of Party A, Party B and its subsidiaries shall not sell, transfer, mortgage or otherwise dispose of the legitimate interests in any assets, business or procee...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. The New Committed Lender: (i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Accession Agreement and to consummate the transactions contemplated hereby and to become a Committed Lender under the Loan Agreement and the other Financing Documents, (ii) acknowledges and confirms that it has received a copy of the Loan Agreement, each other Financing Document and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Accession Agreement and to provide the Incremental Loan Commitment and any Loans made by the New Committed Lender, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Secured Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent, the Borrower, or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement or any other Financing Document, (iv) appoints and authorizes each Agent and the Depositary to take such action as agent on its behalf and to exercise such powers under the Loan Agreement or the other Financing Documents as are delegated to such Agent or the Depositary, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) will perform in accordance with their terms all of the obligations that by the terms of the Financing Documents are required to be performed by it as a Lender and (vi) appoints and authorizes [______] as its “Group Agent,” which appointment [______] hereby accepts. The New Committed Lender further confirms and agrees that in becoming a Committed Lender and in making Loans under the Loan Agreement, such actions have and will be made without recourse to, or representation or warranty, by any Secured Party. The New Committed Lender further agrees to furnish to the Administrative Agent and, to the extent required by the Loan Agreement, the Borrower, no later than the Effective Date, an Administrative Questionnaire and any tax forms required under the Loan Agreement.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 17.1 Each of Warrantors hereby jointly and severally represents, warrants and undertakes to each Preference Shareholder who then holds no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that:
(a) as at the date hereof, BVI Existing Shareholders are beneficiary owners of BVI’s entire issued share capital;
(b) BVI Existing Shareholders shall obtain a prior written consent from such Preference Shareholders if any of them by any means intends to sell or Dispose of any number of his/her shares in BVI unless the BVI Existing Shareholders transfer the Shares in BVI to his/her Associate.
(c) Warrantors shall obtain a prior written consent from such Preference Shareholders if there is any change in BVI’s shares or beneficial shareholders or Control or in its directorship or its management.
(d) each of them shall indemnify such Preference Shareholders from and against all losses, liabilities, claims, costs and expenses (including without limitation legal costs) which may be suffered or incurred by the Preference Shareholders directly or indirectly as a result of, arising from or in connection with any delay, default or failure on the part of any of the Existing Shareholders, to duly and punctually perform any of their respective obligations under this Agreement;
17.2 Each of Warrantors hereby jointly and severally undertake to the Preference Shareholders that each of them shall guarantee, cause and procure the due and punctual performance by BVI, of its obligations under this Agreement.
17.3 In the event that any of the BVI Existing Shareholders intends to sell, transfer or otherwise Dispose of his shares in BVI, each of the Preference Shareholders shall have the right of first offer, the right of first refusal and the co-sale rights, to sell, transfer or Dispose of its shares in the Company subject to similar mechanism and procedures as set forth in Clause 11, 12, and 13 hereof. However, if any of the BVI Existing Shareholders intends to assign, or transfer his/her shares in the BVI to his Associate, the first right of refusal and the co-sale right as provided in Clause 12 and 13 shall not apply.
17.4 Each of the Warrantors and the Company hereby jointly and severally undertake to each Preference Shareholder who then holds no less than 5% of all issued and outstanding share capital of the Company on a fully-diluted and as-converted basis that the Company shall use commercially reasonable efforts to a...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 14 is signed and as of the Effective Date of this Contract Amendment No. 14:
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 3.1 Grantors jointly and severally make the following representations and warranties:
3.1.1 On the date of signing this Agreement and each Delivery Date, Grantors have the powers, rights, authority and ability to sign and deliver this Agreement and any share transfer agreement (hereinafter referred to as “Transfer Agreement”) signed by them as a party thereto for each share transfer according to this Agreement and to perform their obligations under this Agreement and any Transfer Agreement. This Agreement and any Transfer Agreement to which they are a party shall constitute their legal, effective and binding obligations that are enforceable on them according to the provisions thereof once signed.
3.1.2 No signing and delivery of this Agreement or any Transfer Agreement and no performance by Grantors of their obligations under this Agreement or any Transfer Agreement shall (i) result in any violation of any relevant laws and regulations of the PRC; (ii) conflict with the articles of association or other organizational documents; (iii) result in any breach of any binding agreements or instruments to which they are a party or constitute any breach of contract under any binding agreements or instruments to which they are a party; (iv) result in any breach of any licenses or approvals issued by the relevant competent government departments to them; or (v) cause any licenses or approvals issued by the relevant competent government departments to them to be suspended or revoked or attached with any conditions;
3.1.3 There is no suit, arbitration or other judicial or administrative proceedings that are pending or may have a substantial impact on the performance of this Agreement or any Transfer Agreement.
3.1.4 Grantors have good and marketable ownership of all shares of Party C. There are no pledges, liabilities and other third party encumbrances on Party C’s shares held by Grantors other than the pledge under the Equity Pledge Agreement.
3.1.5 Grantors have disclosed to Party A all circumstances that may have a material adverse effect on the performance of this Agreement.
3.1.6 The option granted by Grantors to Party A is exclusive, and Grantors have not otherwise granted any third party any other options or similar rights before or when granting the option to Party A.
3.2 Grantors jointly and severally make the following undertakings:
3.2.1 Within the term of this Agreement, Grantors will not create any pledges, liabilities and any other third party encumbrance...
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 14.1 The Client represents and warrants to WLSL the following:
(a) the information provided by the Client to WLSL, whether in the Client Information Form, the Securities Account Application Form or otherwise is true, accurate and complete and not misleading in any respect and WLSL is entitled to rely on such information until WLSL has received notice in writing from the Client of any changes therein;
(b) (in the case of a corporation)
(i) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform its obligations hereunder;
(ii) the Client’s entry into of this Agreement has been duly authorised by its governing body and does not breach its Articles of Association (and the Memorandum of Association also if the Client has the same) or other constitutional documents (as applicable);
(c) all necessary consents or authorisation which may be required for the Client’s entering into and performance of this Agreement have been obtained and are in full force and effect;
(d) the Client has the authority and legal capacity to enter into and perform its obligations under this Agreement and this Agreement constitutes valid and legally binding obligations of the Client in accordance with its terms;
(e) the Client is not resident in a jurisdiction where there is any restriction on purchase of Securities by the Client. If the Client becomes resident in any such jurisdiction the Client shall inform WLSL immediately and will if so required by WLSL sell or redeem any such restricted Securities. The above representations and warranties shall be deemed to be repeated immediately before each Instruction is given or executed.
14.2 The Client undertakes that
(a) it will notify WLSL in writing of any change in the information mentioned in Clause 14.1(a) above;
(b) when purchasing or dealing in any Securities it will ensure that the Client is not subject to and is not acting on behalf of any person who is subject to any prohibition against the purchase of or dealing in any Security.