Statements and Guarantees Clause Samples
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Statements and Guarantees. The Borrower hereby makes following statements and guarantees to the Lender. The statements and guarantees shall be in force after signed and be effective and valid within the term of the Contract.
4-1 The Borrower is the enterprise (institution) as legal person registered in accordance with Chinese laws. The Borrower owns sufficient rights to all of its assets, has full capability for civil conduct and assumes civil liability independently.
4-2 The Borrower has authorized the representative to execute the Contract. All terms and conditions of the Contract reflect true meaning of the Borrower and have legal binding upon the Borrower.
4-3 Execution and performance of the Contract by the Borrower will not violate the laws, regulations, decrees, judgments, rulings and orders which the Borrower shall abide by, or conflict with the articles of association of the Borrower, or any contract or agreement which the Borrower executes or any other obligations which the Borrower shall assume.
4-4 The Borrower shall at the requirements of the Lender provide true information concerning relevant operation and financial situation of the Borrower. The Borrower ensures that all financial statements issued by it comply with pertinent Chinese laws and regulations and reflect truly and justly the financial situation of the Borrower, and all documents and materials involved in the Contract are true, effective, complete, exact and free of camouflage.
4-5 The Borrower does not conceal any litigations, arbitrations, administrative proceedings, property preservation measures or enforcement procedures which have occurred or will occur and will or may affect its execution or performance of the Contract or may cause material adverse impact upon its operation or finance, or other events which may cause material adverse impacts.
Statements and Guarantees. 9.1. Each Party states and guarantees another Party that in order to perform this Agreement:
9.1.1. he/she has full rights and authorities to conclude and fulfill the terms and conditions of this Agreement;
9.1.2. he/she has made the corporate decision, which is necessary to authorize the performance of this Agreement.
9.2. He/she shall without delay inform the Agent of any data modifications specified by the Partner by e-mail (at the address specified in the corresponding section in the Web Service) subject to receiving confirmation of receiving information by the Agent.
Statements and Guarantees a) Party A hereby states and guarantees as follows:
(1) Party A has all the necessary authorizations to formally and effectively sign and perform the Contract and possess all the necessary powers and capabilities to lease the House to Party B in accordance with applicable laws.
(2) Party A’s signing and performance of the Contract shall not constitute a violation of the applicable law or any contract signed by Party A with any third party.
(3) Party A guarantees that the House has been built and in good condition in accordance with applicable laws (including but not limited to safety and health related laws and regulations) and has legal ownership over it.
b) Party B hereby states and guarantees as follows:
(1) Party B has all the necessary authorizations to formally and effectively sign and perform the Contract.
(2) Party B has legal business qualification. During the renewal of the Contract, Party B will engage in business activities in accordance with the scope of its business license, and its business activities must comply with the relevant provisions of national laws and regulations.
(3) Party B promises not to disclose any information involved in the Contract to any third party, including but not limited to the rental price. If Party B’s behavior leaks any of above mentioned information, Party A reserves the right to retroactively indemnify Party B.
Statements and Guarantees. 4.1 The Transferor hereby makes the following statements and guarantees to the Transferee as follows, and the statements and guarantees are true, accurate, complete and not misleading as of the Execution Date of this Agreement:
4.1.1 It is a legal entity duly established and validly existing under the laws of the jurisdiction of its incorporation, and may act independently as a subject of litigation;
4.1.2 It possesses all necessary capabilities, powers and authorizations to execute and perform this Agreement and has obtained all internal, third party and/or any governmental authority consents, approvals, and/or filings (if applicable) necessary for its execution and performance of this Agreement, the Agreement shall constitute its binding legal obligation;
4.1.3 Its execution in and fulfillment of the Transaction Documents will not result in (1) a violation of its constitutive documents, articles of association or other binding constitutional documents; (2)a breach of any contracts, agreements, or other legal document binding on it; nor (3) will it contravene any laws, regulations, departmental rule, normative documents, orders, or decisions of any administrative authorities, nor the ruling, award, or judgment of any arbitration institutions or judicial authorities;
4.1.4 It lawfully owns the Target Equity, with the Company’s registered capital corresponding to the Target Equity held by the Transferor being fully and validly paid in accordance with the Company’s Articles of Association. There exists no overdue, evaded, or falsely represented capital contribution;
4.1.5 There are no encumbrances such as mortgages, pledges, or other securities over the Target Equity held by the Transferor. There are no communal, sequestration, trusteeship, or other restrictions on rights (including any third-party claims, including those by governmental authorities, or any vote-by-proxy arrangements or voting right trust arrangements). Moreover, there are no nominee holdings, similar arrangements, disputes, or litigations.
4.2 The Transferee hereby makes the following statements and guarantees to the Transferor as follows, and the statements and guarantees are true, accurate, complete and not misleading as of the Execution Date of this Agreement:
4.2.1 It is a legal entity duly established and validly existing under the laws of the jurisdiction of its incorporation, and may act independently as a subject of litigation;
4.2.2 It possesses all necessary capabilities, powers a...
Statements and Guarantees. The Guarantor hereby makes the following statements and guarantees to the Lender:
(1) The Guarantor is an independent legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this Contract on its own.
(2) The Guarantor is entitled to execute this Contract and completes all authorization and approvals necessary for executing this Contract and fulfilling its lender’s rights under this Contract. All the terms of this Contract are the authenticity declaration of will of the Guarantor and binding upon the Guarantor.
(3) The Guarantor promises to comply with laws. The execution and performance of this Contract is neither inconsistent with laws (including laws, regulations, rules, local regulations and judicial interpretation), articles of association, documents of relevant organs, judgments and rulings that the Guarantor must comply with nor in conflict with any contract or agreement executed by the Guarantor or any other lender’s right undertaken by the Guarantor.
(4) The Guarantor guarantees that all of its financial statements (if any) comply with the laws of the People’s Republic of China (excluding Hong Kong, Macao and Taiwan), are authenticity and complete, and fairly represent the financial status of the Guarantor, and that all information and documents involved in this Contract are authenticity, effective, accurate and complete with no omission.
(5) The Guarantor promises to complete filing, registration or other procedures necessary for the effectiveness and performance of this Contract and pay relevant taxes and expenses.
(6) Since the issuance of the latest audited financial statement, no substantial adverse change has happened to the operation status or financial status of the Guarantor.
(7) The Guarantor has disclosed to the Lender facts and status that the Guarantor knows or should know and are necessary for the Lender to determine whether to grant financing under the master contract.
(8) On the date of the execution of this Contract and during the performance of this Contract, the Guarantor has not defaulted and will not default any wage, medical or disability allowance, pension or compensation.
(9) The Guarantor suffers from no situation or fact which causes or may cause substantial adverse influence to the ability of the Guarantor to fulfill contract.
Statements and Guarantees. 3.1 The Guarantor is an independent legal entity, has all necessary legal capacities and is able to fulfill lender’s rights and undertake liabilities under this Contract on its own.
3.2 The Guarantor is entitled to execute this Contract and completes all authorization and approvals necessary for executing this Contract and fulfilling its lender’s rights under this Contract.
3.3 All documents, information, data, provided by guarantor during the execution and fulfillment of this contract is true, accurate, complete and effective.
3.4 At the time of signature of this contract, the Borrower is not the shareholder or control person under company law.
Statements and Guarantees. The Sellers hereby declare and guarantee that the following statements are true and correct as of the date of this Agreement, with the understanding that each and every one of the statements are considered by both Parties to be essential to the execution of this Agreement:
Statements and Guarantees. TELEFONICA declares that the Services provided to AOL are in full consonance with (a) the specifications presented in Exhibit C, applicable to such Services and (b) the federal, state and local applicable laws and regulations presently in force.
Statements and Guarantees. The User shall state and guarantee the following listed below to us when exhibiting the products on our market. If any of the following items is changed during the term of this Agreement, the User shall notify us of the changes immediately.
1. The information provided by the User to us in Article 6 is true and accurate.
2. At the time of the exhibiting and during the exhibition, the User must have ownership of the product or possess the authority.
3. The product must be suitable for the sale through our market, products such as stolen goods or counterfeit goods (it is acceptable when the information provided is indicating that the products are counterfeit) are not acceptable.
4. The User must provide all the important information to us that may affect the Purchase desirer to purchase the product
Statements and Guarantees. ADDITIONAL OBLIGATIONS