ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. For the avoidance of doubt, the Hirer hereby acknowledges and confirms that:-
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. (e) (i) you (or any surety) shall not, whether directly or indirectly, make any payment to us with funds or assets that: (a) constitute property of, or will be beneficially owned by, any Restricted Person; or (b) are the direct proceeds derived from any transactions that violate Sanctions applicable to any party hereto. (ii) you will promptly deliver to us and permit us to obtain the details of any claims, action, suit, proceedings or investigation against you or your Affiliates by any governmental, judicial or regulatory authority with respect to Sanctions to the extent that such details are available to it. (iii) you shall not (and shall ensure that each of your Affiliates will not) violate any Sanctions and will not conduct or engage in, directly or indirectly, any transaction, conduct, trade, business or other activity that could result in your violation of any Sanctions. (iv) you shall not (and shall ensure that none of your Affiliates will) directly or indirectly use, or permit or authorise any other person to directly or indirectly use, the Goods or all or any part of the proceeds of any drawing of the hire purchase price or the banking products and services provided pursuant to the hire purchase price: (a) for the purpose of (directly or indirectly) financing, or making funds available for or to, any transaction, conduct, trade, business or other activity which violates any Sanctions (or which is related to any Sanctioned Country) or which would breach any Anti- Corruption Laws, Anti-Money Laundering Laws or terrorism financing laws; (b) for the purpose of (directly or indirectly) financing, or contributing or making funds available for or to any Sanctioned Country or Restricted Person; or (c) in any other manner which could result in you or us being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming subject of any Sanctions. (v) you shall (and you shall ensure that each of your Affiliates will) conduct your businesses in compliance with Anti-Corruption Laws and Anti-Money Laundering Laws, and if you are a company you shall (and shall ensure that each of your Affiliates will), maintain policies and procedures designed to promote and achieve compliance with the applicable Anti-Corruption Laws and Anti Money-Laundering Laws. (vi) For the purpose of this Clause 30e: (a) “Affiliate” is defined in Clause 30d(vi)(a). (b) “Anti-Corruption Laws” means the Xxxxxxx Xxx 0000 of the United Kingdom, the United States Fore...
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. The following provision to be inserted after the new Clause 29(c)v: The Hirer further agree that the foregoing representations and warranties are and will, so long as any moneys remains outstanding or any of the Owner’s rights or the Hirer’s liabilities under this Agreement or any of the Security Documents remains to be exercised and/or discharged to the Owner’s satisfaction, be repeated on every such day.
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to us that:
(a) you have the power to enter into and perform (and have taken all necessary action to authorise the entry into, performance and delivery of) this Agreement and the transactions contemplated by this Agreement.
(b) this Agreement constitutes your legal, valid and binding obligations, enforceable in accordance with its terms. Oversea-Chinese Banking Corporation Limited Xx.Xxx.Xx.: 193200032W
(c) all consents, approvals and/or authorisations required or desirable in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated by this Agreement have been obtained or effected by you and are in full force and effect.
(i) Neither you, nor any Surety, nor any Affiliates is a Restricted Person;
(ii) The proceeds of any drawing of the loan or the hire purchase price and the Goods shall not be directly or indirectly used for any purpose that would violate any Sanctions or that would fund, facilitate or finance any activities, business or transactions of, or with, any Restricted Person or any Sanctioned Country;
(iii) No proceeds of any drawing of the loan or the hire purchase price shall be used to finance the purchase or transfer of any military goods or equipment;
(iv) If you are a company, you have implemented and maintains policies and procedures
(v) You and your Affiliates and each Surety are not in breach of, and will continue to comply with, laws and regulations relating to Sanctions;
(vi) For the purpose of this Clause 30d:
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. For the avoidance of doubt, the Hirer hereby acknowledges and confirms that:- Oversea-Chinese Banking Corporation Limited Xx.Xxx.Xx.: 193200032W
(a) before the Hirer signed this Agreement, the Hirer had pursuant to the provisions of the Act received a written summary of the Hirer's financial obligations thereunder duly completed in accordance with the form set out in the Second Schedule to the Act;
(b) the Hirer has examined the Goods and the Goods is/are in good order and in good working condition and to the Hirer's satisfaction in every respect; and
(c) the Hirer has taken delivery of the Goods in good order and in good condition on the date of this Agreement. The Hirer makes the following representations and warranties to the Owner:
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. (d) (i) Neither you, nor any Surety, nor any Affiliates is a Restricted Person; (ii) The proceeds of any drawing of the loan or the hire purchase price and the Goods shall not be directly or indirectly used for any purpose that would violate any Sanctions or that would fund, facilitate or finance any activities, business or transactions of, or with, any Restricted Person or any Sanctioned Country; (iii) No proceeds of any drawing of the loan or the hire purchase price shall be used to finance the purchase or transfer of any military goods or equipment; (iv) If you are a company, you have implemented and maintains policies and procedures that will ensure compliance with the representations, warranties and undertakings set out in this Clause 30d; (v) You and your Affiliates and each Surety are not in breach of, and will continue to comply with, laws and regulations relating to Sanctions; (vi) For the purpose of this Clause 30d: (a) “Affiliates” means, in relation to any company or corporation, a subsidiary of that company or corporation or a Holding Company of that company or corporation or any other subsidiary of that Holding Company; (b) “controlled” means where one person (either directly or indirectly and whether by share capital, voting power, contract or otherwise) has the power to appoint and/or remove the majority of the members of the governing body of another person or otherwise controls or has the power to control the affairs and policies of that other person and that other person is taken to be “controlled” by the first person; (c) “Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a subsidiary and a “Holding Company” shall, for the avoidance of doubt, include an “ultimate holding company” (defined in Section 5A of the Companies Act (Cap. 50)); (d) “majority owned” means the holding beneficially or legally of more than 50 per cent. of the issued share capital (or equivalent) or voting rights of such person (excluding any part of that issued share capital (or equivalent) that carries no right to participate beyond a specified amount in a distribution of either profits or capital); (e) “Restricted Person” means, at any time: (1) any person listed in any Sanctions related list of designated persons maintained by a Sanctions Authority; (2) any person operating, organised, resident, incorporated, registered or legally domiciled in a Sanctioned Country; or (3) any person controll...
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. 5.1 Party A and Party B undertake that they are the beneficial owners holding 30% and 70% of the shares of Wah Ying respectively, and no pledge, guarantee or any other liens or third party claims attached to the shares. The transferor shall bear all the economic and legal liabilities for the consequences of violating this clause.
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. Following provision to be inserted after the new Clause 30e: You further agree that the foregoing representations and warranties are and will, so long as any moneys remains outstanding or any of our rights or your liabilities under this Agreement or any of the Security Documents remains to be exercised and/or discharged to our satisfaction, be repeated on every such day.
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. The time granted under the Agreement for inspections and for any other due diligence in connection with the sale and purchase of the Property has previously expired and is of no further force and effect. Buyer and Seller, as of the date of this First Amendment, represent and warrant to each other that as of the date of this First Amendment, the representations and warranties in Sections 7.1 (Purchaser) and 7.2 (Seller) of the Agreement, as modified by this First Amendment, are true and correct. Amended and updated Schedules 7.2(k) and 7.2(g) are attached hereto and incorporated herein by reference. As of the date of execution of this First Amendment, neither Seller nor Purchaser has actual knowledge, without inquiry, of any uncured defaults on the part of the other under the Agreement. There are no conditions to the parties' obligation to close on the sale and purchase of the Property other than as specifically set forth in the Agreement or this First Amendment.
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to us that:
