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 not exist in the mortgage property; i) If the Mortgagee requires the Mortgagor to have the mortgage property insured, then in accordance with the insurance clauses, the insurance shall be enforceable to the underwriter instead of being invalid or avoidable. Further, no lodged claims, outstanding claims or evidences for lodging claims acknowledged by the Mortgagor shall exist under the insurance; j) Provided that more than one person exist as the Mortgagor under the Contract, then the Mortgagee is entitled to enforce the mortgage and deposits the obtained amount into the account under the name of any Mortgagor for the use of payment and termination of the secured claims in accordance with the relevant provisions of laws and regulations of the People’s Republic of China, irrespective of whether any of the Mortgagors provides and enjoys the ownership of the mortgage property, or whether the secured claims are finally formed as a consequence of using line of credit under the main contract by any of the Mortgagors or financing; the sum and the order of the Mortgagors’ debt which shall be paid and terminated will be decided by the Mortgagee itself; k) The mortgage property and the said mortgage shall be in conformity with provision of laws, regulations and systems of the People’s Republic of China.
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Sources: Contract of Equipment Mortgage (China Industrial Steel Inc.)
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 not exist in the mortgage property;
i) If the Mortgagee requires the Mortgagor to have the mortgage property insured, then in accordance with the insurance clauses, the insurance shall be enforceable to the underwriter instead of being invalid or avoidable. Further, no lodged claims, outstanding claims or evidences for lodging claims acknowledged by the Mortgagor shall exist under the insurance;
j) The types, specification and amount/total value of the Mortgage properties should from time to time to satisfy the requirement by the Mortgagee, and the price of a mortgage property shall be referred to the reference’s price of the related mortgage property which appointed by the Mortgagee;
k) Provided that more than one person exist as the Mortgagor under the Contract, then the Mortgagee is entitled to enforce the mortgage and deposits the obtained amount into the account under the name of any Mortgagor for the use of payment and termination of the secured claims in accordance with the relevant provisions of laws and regulations of the People’s Republic of China, irrespective of whether any of the Mortgagors provides and enjoys the ownership of the mortgage property, or whether the secured claims are finally formed as a consequence of using line of credit under the main contract by any of the Mortgagors or financing; the sum and liquidated the order of Hongri’s (as the Mortgagors’ Borrower) debt which shall be paid and terminated will be decided by the Mortgagee itself;
kl) The mortgage property and the said mortgage shall be in conformity with provision of laws, regulations and systems of the People’s Republic of China.
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Statements and Warranties. 3.1 5.1 Statements and warranties on the action of the corporation: Upon the signing of the Contract Agreement and during the Mortgage Pledge Term, the Mortgagor Pledgor states and warrants to the Mortgagee Pledgee as follows:
(a) The Mortgagor Pledgor is a corporation established and existing under the laws of the People’s Republic of China, with complete rights and abilities to sign the ContractAgreement, and has taken all necessary corporations or other actions to authorized itself to sign the ContractAgreement;
(b) The Contract Agreement shall constitute legal, valid and binding obligations upon the MortgagorPledgor, and shall be enforceable in accordance with the provisions of the ContractAgreement;
(c) The signing and delivering of the Contract Agreement and the execution of the provisions under the Contract Agreement shall not be in breach of : (i) any provisions of the laws or regulations which are applicable to the MortgagorPledgor; (ii) any judgment, decree or order which is applicable to the MortgagorPledgor, or any agreement which is binding on the MortgagorPledgor; (iii) the provisions of the organizational files of the MortgagorPledgor;
(d) All the authorizations, sanctions or requirements which enable or authorize the establishment of the Mortgage Pledge (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 ContractAgreement;
(e) Provided that more than one person exist as the Pledgor under the Agreement, then the Pledgee is entitled to enforce the pledge and use the funds obtained for payment and terminate the secured claims in accordance with the Agreement and the relevant provisions of laws and regulations of the People’s Republic of China, irrespective of whether any of the Pledgor provides and enjoys the ownership of the pledged property, or whether the secured claims are finally formed as a consequence of using line of credit under the main contract or financing by Hongri solely ( as the borrower); the sum and the order of the Hongri’s debt which shall be paid and terminated will be decided by the Pledgee itself.
5.2 Statements and warranties on the goods and/or the substitutes Upon the signing of the Agreement and during the Pledge Term, the Pledgor states and warrants to the Pledgee as follows:
(a) The Mortgagor is Pledgor shall be the one and sole owner of the mortgage property pledged goods and/or the substitutes under the Contract, possessing the ownership and/or the right certification of sale permission of the mortgage propertyAgreement, with every complete legal right to make mortgage of pledge the mortgage property goods and/or the substitutes in accordance with the provisions of the ContractAgreement, and shall guarantee that no cause other security interest are established on the pledged goods and/or the substitutes, and no lease, trusteeship, joint ownership or other disputes regarding the right 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 propertyexist;
f(b) The ownership of the mortgage property goods and the substitutes is clear without any disputes or 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(c) Any right and/or interests 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 goods and/or the substitutes, and no other form of security interest, lease, trusteeship, joint ownership or other disputes regarding the right of ownership interest except for the mortgage pledge shall not exist exist;
(d) No cause or circumstance of the retention, prohibiting and curtailment of transfer of the ownership shall exists in the mortgage propertypurchase of the goods and/or the substitutes and before the transferring of the goods and the substitutes to the custodian for its possession;
i(e) If The categories and total amount of quantity/value of the Mortgagee requires pledged property stored in the Mortgagor to have the mortgage property insured, then in accordance storehouse shall consistently comply with the insurance clausesrequirements of the Pledgee, and the insurance shall exchanging and delivering of the pledged goods should also be enforceable to the underwriter instead of being invalid or avoidable. Further, no lodged claims, outstanding claims or evidences for lodging claims acknowledged by the Mortgagor shall exist operated under the insuranceinstructions of the Pledgee;
j) Provided that more than one person exist as the Mortgagor under the Contract, then the Mortgagee is entitled to enforce the mortgage and deposits the obtained amount into the account under the name of any Mortgagor for the use of payment and termination of the secured claims in accordance with the relevant provisions of laws and regulations of the People’s Republic of China, irrespective of whether any of the Mortgagors provides and enjoys the ownership of the mortgage property, or whether the secured claims are finally formed as a consequence of using line of credit under the main contract by any of the Mortgagors or financing; the sum and the order of the Mortgagors’ debt which shall be paid and terminated will be decided by the Mortgagee itself;
k(f) The mortgage pledged property and the said mortgage pledge shall be in conformity with provision of laws, regulations and systems of the People’s Republic of China.
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