Statements and Undertakings Sample Clauses

The "Statements and Undertakings" clause sets out the representations, promises, and commitments made by one or both parties in a contract. Typically, this clause requires a party to confirm certain facts as true (statements) and to agree to perform or refrain from specific actions during the contract term (undertakings). For example, a seller might state that they have the authority to sell an asset and undertake to maintain its condition until transfer. The core function of this clause is to ensure transparency and accountability, providing assurances that form the basis of trust and risk allocation between the parties.
Statements and Undertakings. 5.1 The Individual Shareholder hereby states and undertakes that she is a PRC citizen; she has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.2 The Corporate Shareholder hereby states and undertakes that it is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.3 The Existing Shareholders hereby make the following statements and undertakings jointly: 5.3.1 The Existing Shareholders have full power and authority to enter into, deliver and perform this Agreement and all other documents to be signed by them relating to the transactions described in this Agreement, and have full power and authority to complete the transactions described herein. 5.3.2 This Agreement is legally and properly signed and delivered by the Existing Shareholders. This Agreement is legally binding on them and is enforceable against them. 5.3.3 The Existing Shareholders are the registered legal owners of the option equity when this Agreement comes into effect. Except for the pledge set out in the Equity Pledge Agreement signed on 20 June 2014 and the Trusted Rights set out in the Shareholder Voting Right Trust Agreement signed on 20 June 2014 by the Existing Shareholders, the WFOE and the Company, no liens, pledges, claims and other security interests and third-party rights are set on the option equity. According to this Agreement, the WFOE and/or other entities or individuals designated by it may, after exercise, obtain the favorable ownership of the assigned equity without liens, pledges, claims and other security interests or third-party rights. 5.4 The Company hereby makes the following statements and undertakings: 5.4.1 The Company is a limited liability company duly registered and validly subsisting under PRC laws as an independent legal person; it has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement and may independently serve as a party of litigation. 5.4.2 The Company has full power and authority within the company to enter into, deliver and perform this Agreement and all other documents to be signed by it relating to the transactions described in this Agreement, and it has full power and authorit...
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Statements and Undertakings. 5.1 The licensor states and undertakes as follows: 5.1.1 The licensor is a company duly incorporated in accordance with, and validly existing under, the laws of PRC. 5.1.2 The licensor signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions imposed by those laws & agreements that are binding or governing. 5.1.3 Once signed under laws, this Agreement shall constitute obligations that are lawful, effective and binding on the licensor, and can be enforced towards the licensor in line with the terms of this Agreement. 5.1.4 The licensor owns the intellectual property and ownership in the cell phone game software under this Agreement. 5.2 The licensee states and undertakes as follows: 5.2.1 The licensee is a company duly incorporated in accordance with, and validly existing under, the laws of PRC, and has been approved by the competent department under the Chinese government to provide information service (exclusive of Internet information service and telephone information service). 5.2.2 The licensee signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions imposed by those laws & agreements that are binding or governing. 5.2.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on the licensee, and can be enforced towards the licensee in line with the terms of this
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Statements and Undertakings. 4.1 Party A hereby states and undertakes as follows: 4.1.1 Party A is a company duly incorporated in accordance with, and validly existing under, the laws of PRC. 4.1.2 Party A signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions exerted by those laws & contracts that are binding or influential on it. 4.1.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on Party A, and can be forcibly executed towards Party A in line with the clauses of this Agreement. 4.2 Party B hereby states and undertakes as follows: 4.2.1 Party B is a company duly incorporated in accordance with, and validly existing under, the laws of PRC, and has been entitled to provide information service (exclusive of Internet information service and telephone information service). 4.2.2 Party B signs and fulfills this Agreement within the limits of its corporate powers and business scope; has already taken necessary corporate behaviors and been duly authorized; and has already acquired the consent and approval from the third party and the competent governmental agency, as well as having not violated the restrictions exerted by those laws & contracts that are binding or influential on it. 4.2.3 Once signed, this Agreement shall constitute obligations that are lawful, effective and binding on Party B, and can be forcibly executed towards Party B in line with the clauses of this Agreement.
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Statements and Undertakings. 1. The Borrower hereby states that: (1) The Borrower has been approved and registered by the market supervision and management department or the competent authority in accordance with laws, and has the full civil rights and legal capacity required to sign and perform this Contract; (2) The conclusion and performance of this Contract is based on the true intention of the Borrower and has been legally and validly authorized in accordance with its articles of association or other internal governing documents and is not in breach of any agreement, contract and other legal documents binding on the Borrower. The Borrower has obtained or will obtain any and all the relevant approvals, permits, filings or registrations necessary to conclude and perform this Contract; (3) Any and all documents, financial statements, vouchers and other information provided by the Borrower to the Lender under this Contract are true, complete, accurate and valid. (4) The transaction background of the Borrower's application to conduct business with the Lender is true, legal, and does not involve illegal uses such as money laundering, terrorist financing, financing for the proliferation of weapons of mass destruction, tax evasion, fraud, etc., and does not violate the United Nations, China and other applicable sanctions; (5) The Borrower has not concealed from the Lender events that may affect its and the Guarantor’s financial position and contractual capacity. (6) The Borrower and loan projects meet the Chinese environmental protection standards and are not enterprises and projects with outstanding energy consumption and pollution problems announced and identified by the relevant state departments and are not at risk of energy consumption and pollution. (7) The use of the loan and the source of repayment are true and legal; (8) Other matters declared by the Borrower:/. 2. The Borrower hereby undertakes that: (1) The Borrower shall submit its financial statements (including, but not limited to, annual, quarterly and monthly statements) and other relevant documents to the Lender on a regular or timely basis as required by the Lender; The Borrower ensures that it continues to meet the following financial indicators: the asset-liability ratio does not exceed 80%; (2) If the Borrower has entered or will enter into a counter-security agreement or similar agreement with the Guarantor under this Contract in respect of its security obligations, such agreement will not prejudice any of the Lende...
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Statements and Undertakings. Party A represents as follows: 1. Party A is legally registered and existing lawfully, and has the full capacity for civil rights and civil conduct necessary for signature and performance hereof; 2. Signature and performance of this Agreement and individual agreements are based on the true intention of Party A, and have been legally and validly authorized according to its Articles of Association or other internal governing documents, and will not be in breach of any agreement, contract and other legal documents that are binding on Party A. Party A has obtained or will obtain all the relevant approvals, permits, filing or registration necessary for signature and performance hereof; 3. Any and all documents, financial statements, vouchers and other information provided by Party A to Party B under this Agreement and individual agreement are true, complete, accurate and valid; 4. The transaction background of Party A's application to conduct business with Party B is true, legal, and does not involve illegal purposes such as money laundering, terrorist financing, financing for the proliferation of weapons of mass destruction, tax evasion, fraud, etc., and does not violate the United Nations, China and other applicable sanctions; 5. Party A has not concealed from Party B events that may affect its and the Guarantor's financial position and contractual capacity. 6. The purpose of the loan and the source of repayment are true and legitimate. 1. According to the requirements of Party B, Party A shall regularly or promptly submit its financial statements (including but not limited to annual reports, quarterly reports, and monthly reports) and other relevant materials to Party B; 2. Party A shall accept and cooperate with Party B in the inspection and supervision of its use of the credit limit and related production, operation and financial activities; 3. If Party A signs a counter guarantee contract or similar contract with the Guarantor of this Agreement regarding its guarantee obligations, the contract will not prejudice any rights of Party B under this Agreement; 4. Prior to any merger, division, capital reduction, equity transfer, external investment that may affect its debt paying ability, provision of guarantees, substantial increase in debt financing, major asset and debt transfer, or other significant matters, Party A shall obtain the written consent of Party B in advance; Party A shall timely notify Party B in case of: A. Any change in the Articles of Assoc...
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Statements and Undertakings. The Client should make the following statements and undertakings, and the statements and undertakings should be treated as the repetition available in each financing in accordance with the provisions of this Agreement: PUDONG DEVELOPMENT BANK Short-term Loan Agreement (1) The Client shall be the company incorporated according to the law of PRC (not including Hong Kong and Macao Special Administrative Region (SAR) and Taiwan region, hereinafter inclusive) and shall have the right to sign this Agreement and any documents related to this Agreement and has taken any necessary actions to make the corporate behavior, this Agreement and any related documents legal, valid and enforceable; (2) The signing of this Agreement and performance of the obligations under this Agreement, has not violated and will not violate any other contract or document, the Articles of Association, any applicable laws, regulations or administrative orders, and/or relevant documents, judgments or decisions made by the government authorities, neither inconsistent with any obligations or arrangements borne by the Client; (3) The Client and its shareholders and affiliated companies are not involved in any liquidation, bankruptcy, reorganization, annexation, merger, separation, reorganization, dissolution, closure, closures, or similar legal procedure, nor involved in any situation that might lead to such legal procedure; (4) Client is not involved in the economic, civil, criminal, administrative proceedings or similar arbitration proceedings that might have huge adverse impact on itself, nor involved in any situation that may lead to their involvement in any such litigation or arbitration proceedings, or similar procedures; (5) Client's legal representative, directors, supervisors or other senior management personnel, as well as any significant asset Client owns is not involved in any enforcement, distraint, seal-up, freezing, retention, regulatory measures, nor involved in any situation that could lead to such measures; (6) Client shall assure that all financial statements (if any) comply with Chinese law, and the statements give a authentic, complete and fair explanation of its financial condition; All data, documents and information Clients submit to the financing bank in the process of signing and performance of this Agreement, including the information of their own, guarantors and so on are real, effective, accurate and complete, without any concealment or omission; (7) Client assures t...
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Statements and Undertakings. 8.1 The three parties make the following statements and undertakings concerning their respective qualifications as principals: 8.1.1 The respective parties are legal persons with full capacity for civil conduct. 8.1.2 The respective parties have obtained or undertake to obtain all the authorizations and/or approvals for concluding the Agreement. 8.1.3 On the date of conclusion of the Agreement, there is no claim, complaint, legal proceeding or government investigation making the respective parties unable to fulfill obligations under the Agreement, against the respective parties, lodged in the court or government agency, or ongoing or about to take place. 8.1.4 The conclusion or performance of the Agreement will not make any party breach the contract or agreement concluded with another person or its undertakings made unilaterally by the said party. 8.1.5 The respective parties will take all measures necessary to help complete all the formalities in relation to transfer of the equity under the Agreement to Party C. 8.2 Party A and Party B hereby make the following statements and undertakings to Party C that they: 8.2.1 lawfully and fully own the equity and exploration right under the Agreement. 8.2.2 will not set any mortgage or pledge with the said equity and exploration right before or after conclusion of the Agreement, are not restricted by any pledge, right of seizure, lien, right of first refusal, creditor’s rights, or claim for compensation, and do not have any third party’s interests. 8.3 Party C hereby makes the following statements and undertakings to Party A and B that it: 8.3.1 has lawful funds for taking over the equity and has enough capitals to fulfill its obligations under the Agreement. 8.3.2 will undertake the obligations as shareholder of LMSM in proportion to its shareholding percentage as from the date of transfer of the equity under the Agreement to Party C. 8.4 Party A, Party B and Party C hereby undertake to sign relevant documents such as equity transfer agreement, general meeting resolution and amended Articles of Association of LMSM within the specified period after entering into the Agreement .
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Statements and Undertakings. 8.1 The Guarantor hereby states that: (1) The Guarantor is lawfully established and effectively existing. It enjoys full civil rights of disposal and has authorization to execute and perform this Agreement. (2) The Guarantor signs this Agreement of its own genuine will and is not under any duress. The obligations of the Guarantor under this Agreement are lawful, valid, binding and enforceable. (3) The execution of this Agreement, performance of its rights and obligations under this Agreement by the Guarantor is not in conflict with any law, regulation, obligation, undertakings, agreement or contract which is binding upon the Guarantor or its properties. 8.2 The Guarantor hereby undertakes that: (1) The Guarantor shall notify the Obligee of any event which may alter its legal status, members or civil right of disposal. (2) The Guarantor shall, as required by the Obligee from time to time, provide the Obligee with any materials or documentations concerning its business, financial status, operations etc. (3) The Guarantor shall obtain and sustain all authorization, approval, registration as required by law and take any other necessary methods to ensure that it has full right to execute and perform this Agreement and to ensure that this Agreement is valid, lawful, binding and enforceable. (4) The Guarantor shall, as required by the Obligee from time to time, execute any agreement or document or take any methods or make any arrangement to ensure that the Obligee enjoys and exercises the rights under this Agreement. (5) The Guarantor shall, as required by the Obligee, pay any cost and expense in relation to the negotiation, draft, print, execution and enforcement of this Agreement, including lawyer’s fee, litigation fee etc. (6) The Guarantor shall, as required by the Obligee, pay any stamp duty, notary fee, registration fee or any tax etc. in relation to the execution, performance and enforcement of this Agreement, or pay any penalty or fine due to default of this clause by the Guarantor. (7) The Guarantor shall, as required by the Obligee, pay the amount stated under the above clause (5) and (6), and shall pay the interest at the rate determined by the Obligee for any overdue amount.
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Statements and Undertakings. The Borrower makes the following statements and undertakings at the time of execution of this Contract, and such statements and undertakings shall be continuously effective during the term of this Contract: 4.1 The Borrower is a corporation duly registered and established in accordance with the laws of China and it has complete rights over all of its properties. It has full civil capability and independently bears its civil liabilities. 4.2 The Borrower has authorized its representative to execute this Contract. All the terms contained herein are the Borrower's true declaration of will and shall have legal binding force on the Borrower.
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Related to Statements and Undertakings

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

  • 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 hereby represents, warrants and undertakes to the Client 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 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 Custodian and the validity and enforceability of such obligations and the rights of the Client, under this Agreement; (iii) this Agreement is legal, valid and binding on the Custodian; (iv) the Custodian 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; and (v) the Custodian will submit to the Client on an annual basis a copy of its Report on Policies and Procedures Placed in Operation and Tests of Operating Effectiveness" prepared in compliance with the requirements of Statement of Auditing Standards No. 70 issued by the American Institute of Certified Public Accountants, as it may be amended from time to time. The Custodian agrees to inform the Client promptly if any statement set forth in this Section 4(B) ceases to be true and correct as of any date after the date hereof.