Statements and Warranties Clause Samples

Statements and Warranties. 6.1 For the purpose of this Agreement and for the benefit of Party B, Party A makes the following statements and warranties: 6.2.1 Party A is a validly existing and independent legal person established in accordance with the laws of the PRC and has the ability to bear civil liabilities. 6.2.2 The person who signs this Agreement on behalf of Party A has irrevocable legal and complete authorization from Party A. Party A must not hold against Party A in terms of this Agreement in the excuse of unauthorized agency, agency in excess of authority or any other defects in authorization. The signing of this Agreement is not against any governing laws and binding contracts, and all consents and approvals have or shall be obtained from the third party or governmental authorities for the signing of this Agreement. 6.2 For the purpose of this Agreement and for the benefit of Party A, Party B makes the following statements and warranties: 6.2.1 Party B is a validly existing and independent legal person established in accordance with the laws of the P.R.C and has the ability to bear civil liabilities. 6.2.2 Party B warrants that within the validity period of this Agreement, it will not sign identical or similar agreements with any third party beside Party A or accept partially or wholly the services listed in Article 1 of this Agreement from any third party beside Party A. 6.2.3 The person who signs this Agreement on behalf of Party B has irrevocable legal and complete authorization from Party B. Party B must not deny this Agreement in the excuse of unauthorized agency, agency in excess of authority or any other defects in authorization. 6.3 If Either Party breaches the statements and warrants set forth above and the breach leads to invalidity or weakening of the validity of this Agreement or incurs other damage to the other Party, it shall pay compensation with full coverage of the loss to the damage-suffering Party.

Statements and Warranties. The Borrower shall ensure all statements, representations, warranties, information, accounts and other documents and matters which are or which may hereafter be furnished by the Borrower to Bank and/or which are contained/which may be contained in this Agreement or in any other writings executed by the Borrower or any guarantor/s are / shall be true and correct and not misleading in letter or in spirit whether by reason of omission to state a material fact or otherwise.

Statements and Warranties. The Borrower makes the following representations and warranties to the Lender which shall remain valid throughout the term of this Contract 7.1 It shall have the qualification of the borrower according to law and the qualification and ability to sign and perform this Contract. 7.2 The signing of this Contract has obtained all necessary authorization or approval. The signing and performance of this Contract shall not violate the provisions of the articles of association and relevant laws and regulations of the Company, and shall not contradict any other obligations under this contract 7.3 Operation in accordance with the law, good credit status, other debts payable have been paid on schedule, and no malicious default on the principal and interest of bank loans. 7.4 It has a sound organizational structure and financial management system, no major violations of rules and disciplines in the process of production and operation in the recent year, and the current senior management personnel have any major bad record 7.5 All documents and materials provided to the Lender are true, accurate, complete and valid, and contain no false records, material omissions or misleading statements. 7.6 The financial and accounting reports provided to the Lender are prepared in accordance with the Chinese accounting standards, which truly, fairly and completely reflect the operating conditions and liabilities of the borrower, and the financial condition of the borrower has not changed significantly adversely since the end of the latest financial and accounting reports. 7.7 Failure to conceal the litigation, arbitration or claim involved from the Lender. There is no ongoing litigation, arbitration, other administrative proceedings or claims that may affect the execution or performance of the Contract and the payment of debts under this Contract. 7.8 Failure to conceal from the Lender any matter that has occurred or is occurring and may affect its financial position and solvency.

Statements and Warranties. The Holding Employee shall warrant that she is not the director or executive officer of ▇▇▇▇▇▇ Interactive Entertainment Limited, an affiliate of Shengqu.

Statements and Warranties. 9.1 ▇▇▇▇▇▇ Online shall state and warrant that: 9.1.1 It is an independent legal person incorporated and existing according to law; 9.1.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the ▇▇▇▇-▇▇▇▇ and ▇▇▇▇▇▇ Online websites; 9.1.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; 9.1.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); 9.1.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.1.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2 ▇▇▇▇▇▇ Games shall state and warrant that: 9.2.1 It is an independent legal person incorporated and existing according to law; 9.2.2 It has the qualifications to exercise the cooperation hereunder, and its business scopes cover such cooperation, and it has independent and lawful disposal rights over such cooperation, including but not limited to the rights to operate the Cooperation Products hereunder and ▇▇▇▇▇▇ Games websites; 9.2.3 Its authorized representative has been duly authorized to enter into this Agreement for and on behalf of it; 9.2.4 Its signature of this Agreement shall neither violate any legal documents binding upon it, nor infringe lawful rights of any third party, nor make the other Party assume any liabilities to any third party (unless otherwise specified in this Agreement); 9.2.5 This Agreement constitutes the effective, binding and enforceable legal obligations against it; 9.2.6 It is in strict compliance with relevant laws, regulations and policies of China; 9.2.7 ▇▇▇▇▇▇ Games owns legitimate intellectual rights and/or relevant authorizations in the Cooperation Products hereunder, which have not (will not) infringed the lawful rights and benefits of any third party.

Statements and Warranties. The parties state, represent, and warrant to each other as follows: 1. It is an independent legal person legally established and validly existing. 2. It is qualified to engage in the cooperation under this agreement, and the cooperation meets the requirements of its business scope; 3. Its authorized representative has been fully authorized to sign this contract on its behalf; 4. It has the ability to perform its obligations under this contract; and such performance of obligations does not violate the restrictions of any legal documents binding on it. 5. They have legal rights to their respective promotions under this contract, will not infringe on the rights and interests of any third party, and are responsible for the safety and applicability of their respective promotions. 6. Both parties guarantee that during the cooperation period, they will not implement any behavior that will harm the interests of the other party, including but not limited to infringing on the copyright, trademark right, reputation right and other legitimate rights and interests of the other party. If any party violates this guarantee, the non-breaching party has the right to unilaterally terminate this contract at any time. The breaching party shall bear all responsibilities and compensate the non-defaulting party for the losses suffered thereby. 7. Any party who violates the above statements, representations and guarantees shall be deemed to have violated the provisions of this contract, and shall be liable for breach of contract in accordance with the provisions of this contract.

Statements and Warranties. The Pledgor makes the following statements and warranties to the Pledgee: 1. The Pledgor is an independent legal entity or an individual with the capacity for civil conduct who possesses all of the necessary rights and abilities and is able to perform the obligations under this Contract in its own name and independently assume civil liability. 2. The Pledgor is entitled to sign this Contract and has completed all authorizations and approvals necessary for the signing of the Contract and performing the obligations hereunder. The provisions contained herein reflect the true will of the Pledgor and have binding effect on the Pledgor. 3. The Pledgor warrants that it shall abide by the law. The signing and performance of the Contract will not be in violation of the law (the law referred to herein includes laws, rules, regulations, local laws, and judicial interpretation), Articles of Association, relevant documents of competent authorities, judgments, rulings which should be observed by the Pledgor and are not in conflict with any contract, agreements signed by the Pledgor, or any other obligations undertaken by the Pledgor. 4. The Pledgor warrants that all financial statements compiled by it, if any, are in compliance with the laws of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan). The financial statements give a true, complete and fair view of the financial status of the Pledgor. Furthermore, all information and documents supplied to the Pledgee by the Pledgor in the course of signing and performance of the Contract are true, valid, accurate and complete without any concealment of facts. 5. The Pledgor warrants that it shall complete all filings or registrations necessary for the valid and lawful performance of the Contract, and pay all taxes and costs thereof. 6. There has been no material and adverse change to the business and financial status of the Pledgor since the date of the latest audited financial statement. 7. The Pledgor warrants that it is entitled to the full and lawful rights of ownership of the pledged accounts receivable. Currently, any form of guarantee and other priority rights (other than the rights created for the purpose of this Contract) have not been retained and no assignment (including but not limited to factoring business) has been carried out with respect to the accounts receivable. Nor does there exist or possibly exist any form of dispute over the title, restriction of rights or defects, and th...

Statements and Warranties. 3.1 Upon the signing of the Contract and during the Mortgage Term, the Mortgagor states and warrants to the Mortgagee as follows: a) The Mortgagor is a corporation established and existing under the laws of the People’s Republic of China, with complete rights and abilities to sign the Contract, and has taken all necessary corporations or other actions to authorized itself to sign the Contract; b) The Contract shall constitute legal, valid and binding obligations upon the Mortgagor, and shall be enforceable in accordance with the provisions of the Contract; c) The signing and delivering of the Contract and the execution of the provisions under the Contract shall not be in breach of : (i) any provisions of the laws or regulations which are applicable to the Mortgagor; (ii) any judgment, decree or order which is applicable to the Mortgagor, or any agreement which is binding on the Mortgagor; (iii) the provisions of the organizational files of the Mortgagor; d) All the authorizations, sanctions or requirements which enable or authorize the establishment of the Mortgage (including but not limited to all the necessary approval and resolution of the corporation) shall be obtained and/or complied with and shall possess full force and effect, and shall remain in full force and effect during the existing term of the Contract; e) The Mortgagor is the one and sole owner of the mortgage property under the Contract, possessing the ownership and/or the right certification of sale permission of the mortgage property, with every complete legal right to make mortgage of the mortgage property in accordance with the provisions of the Contract, and shall guarantee that no cause of the retention, prohibiting and curtailment of transfer of the ownership exists in the mortgage property under the Contract. Any approval, consent or authorization of someone else shall be required to make mortgage of the mortgage property; f) The ownership of the mortgage property is clear without any defectives, and the mortgage property is not seized, distrained or supervised, without any circumstance such as dispute or litigation (arbitration) on the right of ownership and the right of disposition; g) Any right which could be exercised by the third party and thus affects the mortgage under the Contract shall not exist in the mortgage property; h) Any other form of security interest, lease, trusteeship, joint ownership or other disputes regarding the right of ownership except for the mortgage shall...

Statements and Warranties. 4.1 A Party hereby states and warrants to the other Parties as below: (1) the said Party is a company or partnership established and effectively subsisting under the laws of the place of establishment; (2) the said Party has the full power and authority to conclude and submit the Agreement and fulfill obligations hereunder; (3) once concluded, the Agreement will constitute obligations lawful, effective and binding upon the said Party; (4) the conclusion and submission of the Agreement and fulfillment of obligations hereunder by the said Party will not breach any applicable law, violate any agreement or contract binding upon the said Party, or make any third party entitled to terminate or revoke any such agreement or contract; and (5) the said party does not fall into any litigation, arbitration, government investigation or legal proceedings which may influence the legitimacy, effectiveness or enforceability of the Agreement, or the completion of the Share Transfer. 4.2 The Seller further states and warrants to the Buyer: (1) the Seller is the legal and registered shareholder of the Target Shares, over which there is no encumbrance; and (2) the Seller will, after the conclusion of the Agreement, coordinate with the Buyer in completing all government registration and record-filing affairs relating to the Share Transfer as soon as possible.