Commitment and Guarantee. Party A guarantees that it has right to provide the above-mentioned site for use (including air conditioners, power supply, utilities equipment and other relevant auxiliary facilities within) for Party B. If any third party, in any condition and for any reason, takes objection to Party A’s ownership and/or right of use with the above-mentioned site or assets, and hence Party B’s rights under this annex cannot be fulfilled or are subject to any harm, Party A agrees to undertake and pay all the losses incurred to Party B. Party A promises to provide Party B’s auditors with the accounting records about Party A and its associated personnel concerning the associated transaction.
Commitment and Guarantee. Party A and Party B agree that if the commitment and guarantee made by one party to the other according to this article are verified to be untruthful and misleading, resulting the losses to the other party, such party shall make corresponding compensation for the other party to avoid loss.
1) The commitment and guarantee of Party A to Party B are as follows:
(a) Party A guarantees that it is the legal owner of the leased housing and that the leased housing meets the requirements herein in terms of quantity and quality and may be used for the purpose agreed in paragraph 2 in Article 2 herein according to the law.
(b) Party A shall ensure that the quality of the project undertaken meets the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein. If the project quality does not meet the current national standard eligibility criteria and the construction standards agreed in Appendix 2 herein, Party A shall instruct the construction unit to rectify within a time limit; in case of still nonconformity to the current national standard eligibility criteria after rectification within a time limit, Party A constitutes breach of contract and Party B may terminate the Contract unilaterally and require Party A to double return the construction deposit paid.
(c) The property completion has been approved by relevant government departments in Waigaoqiao Free Trade Zone. Party A shall provide the copies of relevant evidential documents, including the written acceptance of the quality supervision department in Waigaoqiao Free Trade Zone and the fire acceptance documents from the fire department for the housing for Party B when delivering the housing. Party A shall handle and obtain the housing title deed within 12 months after meeting the title deed conditions and provide Party B with the copy of the title deed.
(d) Party A guarantees that any mortgage, guarantee or other behaviors that may affect the right of Party B to lease the housing are not set in the leased housing before signing of the Contract.
(e) Party A has provided Party B with the planning, existing facilities, equipment, buildings and other information (as shown in Appendix 5) within 1km around the leased housing (within the scope of the Free Trade Zone). If the government adjusts the planning, Party A may not bear any responsibility for Party B.
(f) To make operations in Party B’s leased housing after Party B formally uses the leased housing, Party A shall gi...
Commitment and Guarantee. 2.1 Party B guarantees that Party B possesses all qualifications necessary for transactions hereunder, whereby it’s entitled to carry out transactions hereunder and such conduct doesn’t violate provisions of laws and regulations of the People’s Republic of China and other regulatory and legal documents with binding effect.
2.2 Party A guarantees that Party A possesses all qualifications necessary for transactions hereunder, whereby it’s entitled to carry out transactions hereunder and such conduct doesn’t violate provisions of laws and regulations of the People’s Republic of China and other regulatory and legal documents with binding effect.
2.3 The Parties undertake that their authorized representatives have been fully authorized to sign this Agreement and execution and performance hereof comply with laws and their articles of association, requiring no approval of or filing with any third party.
Commitment and Guarantee. 7.1 Party A hereby declares and guarantees as follows:
7.1.1 It is a limited liability company properly registered and legally existing under the law of the place of registration. It has an independent legal entity qualification and has the complete and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act as the subject of litigation independently.
7.1.2 It has full internal powers and authorizations for the signing and delivery of this Agreement and all other documents relating to the transactions referred to in this Agreement that it will sign, and it has full power and authority to complete the transactions described in this Agreement. This Agreement is legally and properly signed and delivered. This Agreement constitutes a legal and binding obligation on it and may be enforceable under the terms of this Agreement.
7.2 Party B hereby declares and guarantees as follows:
7.2.1 It is a limited liability company properly registered and legally existing under the law of the place of registration. It has an independent legal entity qualification and has the complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as the subject of litigation independently.
7.2.2 It has full internal powers and authorizations for the signing and delivery of this Agreement and all other documents relating to the transactions referred to in this Agreement that it will sign, and it has full power and authority to complete the transactions described in this Agreement. This Agreement is legally and properly signed and delivered. This Agreement constitutes a legal and binding obligation on it and may be enforceable under the terms of this Agreement.
7.2.3 When the Agreement comes into force, it has the complete operating license required for its operation and has full rights and qualifications to conduct the business of Party B that it is currently engaged within the territory of China.
7.2.4 It shall promptly notify Party A of the lawsuits and other unfavorable circumstances and shall make its best efforts to prevent the loss from expanding.
7.2.5 Without the written consent of Party A, Party B shall not dispose of Party B’s important assets in any form, nor shall it change the existing shareholding structure of Party B.
7.2.6 It shall not enter into transactions that may materially affect Party B’s assets, liabilities, business operations, shareholding structure, equity he...
Commitment and Guarantee. 1.1 Commitments, Guarantees and Responsibilities of Party A and Party C
1.1.1. As of the date of payment of the capital increase by Party B, there is no pledge or other form of guarantee or third-party interest in Party C’s equity held by Party A.
Commitment and Guarantee. 4.1 The Parties undertake and guarantee that: (i) the party has the qualification and ability to enter into and perform this contract, and the person signing this contract on behalf of the party has been fully authorized to enter into this contract on behalf of the party; (ii) the party entering into and performing this contract does not violate its articles of association, other organizational documents, laws, regulations, financial rules, and other legal documents that it shall comply with, and has obtained any necessary internal and external authorization Licensing and filing procedures shall be carried out to ensure that this contract is legally binding on the party and can be enforced in accordance with the law.
4.2 The borrower undertakes and guarantees to fulfill the following obligations before the completion of this contract:
(1) The Borrower is always a legal entity established according to law and maintains a legal existence status, and will complete the annual inspection (if necessary) and other legal procedures in time, with good credit status and no major bad records. Before signing this Contract and before each application for withdrawal, the Borrower will truthfully and completely provide its financial and operating status and other important information related to this Contract to Bank of Beijing;
(2) Having sufficient and legal repayment sources that match the repayment plan, and having sufficient solvency;
(3) Production and operation are legal and compliant, complying with and meeting the environmental protection standards and requirements stipulated by laws, regulations, and other normative documents, as well as tax payment regulations and other regulations, and obtaining necessary approvals and permits in a timely, legal and effective manner;
(4) Timely provide complete, truthful, and effective materials to Bank of Beijing, accept and actively cooperate with Bank of Beijing’s inspection and supervision of its financial and operational status, as well as the payment and use of loans under this contract, including but not limited to: (i) reasonably explain the flow of funds for each loan under this contract as required by Bank of Beijing, provide relevant payment vouchers and basis, and prove compliance with the provisions of this contract, (i) Provide Beijing Bank with its audited complete financial statements (including notes) and audit report for the previous year before the end of April each year, and provide Beijing Bank with copie...
Commitment and Guarantee. 3.1 Each Party hereto represents, warrants and undertakes to the other Party that this Agreement is valid, effective and equally binding to the two Parties.
3.2 Party A undertakes that the administrative services shared with Party B shall be at the same standard and level of quality as the administrative services enjoyed by Party A.
3.3 Party A undertakes that Party A shall promptly inform Party B if, for any reason (save as Party B’s fault), Party B is unable to receive all or part of the administrative services to be shared with Party B under this Agreement, and make every effort to assist Party B in obtaining the same or similar services from other channels.
3.4 Party B undertakes that it will pay to Party A its proportionate share of administrative costs in strict conformity with the means and term as agreed upon in this Agreement.
3.5 Party B undertakes to accept the administrative services provided by Party A as agreed upon in this Agreement, and provide all necessary conditions and assistance, and not to cause any damages to Party A due to its act or omission.
Commitment and Guarantee. 4.1 Parties of the Agreement are enterprise legal persons established and exiting in accordance with law and obtaining all authorization, approval and recognition for the increase in capital and share.
4.2 Parties of this Agreement have the right and ability to sign this Agreement. The Agreement shall have legal binding on all parties once being signed.
4.3 Obligations of parties of this Agreement are legal and valid. The fulfillment of obligations may not conflict with other agreement obligations undertaken by all parties nor violate any law.
4.5 The target company guarantees that it’s established and existing in accordance with law, there are no major illegal matters that may cause major administrative penalty or criminal responsibility before the Agreement is signed.
4.6 Parties of the Agreement agree to modify the Articles of Association of the target company as per this Agreement.
4.7 Parties of this Agreement shall sign relevant documents after the Agreement is reached, provide relevant materials and complete industrial and commercial change registration formalities of the target company as quickly as possible.
Commitment and Guarantee. 6.1 XFL undertakes that the administrative services shared with XFM shall be at the same standard and level of quality as the administrative services enjoyed by XFL and other members of the XFL Group.
6.2 XFL undertakes that XFL shall promptly inform XFM if, for any reason (save as XFM's fault), XFM is unable to receive all or part of the administrative services to be shared with XFM under this Agreement, and make every effort to assist XFM in obtaining the same or similar services from other channels.
6.3 XFM undertakes that it will pay to XFL its proportionate share of administrative costs in strict conformity with the means and term as agreed upon in this Agreement.
6.4 XFM undertakes to accept the administrative services provided by XFL as agreed upon in this Agreement, and provide all necessary conditions and assistance, and not to cause any damages to XFL due to its act or omission.
Commitment and Guarantee. The commitment and guarantee of Party A to Party B are as follows:
1. Party A guarantees that it is the legal owner of the leased housing and that the leased housing meets the requirements herein. Party A provides the ownership certificates (land use certificate and project completion acceptance registration form) of the leased housing and provides the copy of the leased housing title deed (as shown in Appendix 1) for Party B when signing the Contract;
2. Party A’s housing was mortgaged to Shanghai Commercial Bank Co., Ltd. on July 17, 2013 without impact on the signing, effect and performance of the Contract. In case of failure to pay off the debts under the Contract during performance of the mortgage contract signed by and between Party A and Shanghai Commercial Bank Co., Ltd. on the leased housing, Party A shall give a written notice to Party B three months in advance and may sell the leased housing to Party B at a discount. Both parties reach a house sales and purchase contract. Party A pays off the debts of Shanghai Commercial Bank Co., Ltd. with some house purchase price paid by Party B and transfers the ownership of the housing to Party B. If the leased contract cannot continue to be performed since the leased housing mortgagee exercises the mortgage right, Party A is deemed as fundamental breach of contract and shall bear the liability for breach of contract according to the consequences of early termination of the Contract in paragraph 2 of Article 14 herein.
3. Any change in the ownership of the leased housing in the lease term does not affect performance of the Contract. Party A shall guarantee the transferee to confirm the rights of Party B under the Contract and bear the obligations herein;
4. If intentionally selling the leased housing in the lease term, Party A shall give a written to Party B one month in advance. Party B has the priority to purchase under equal conditions.
5. Party A guarantees that signing and performance of the Contract have been subject to necessary consent, approval and authorization;
6. Party A guarantees that Party B will not be subject to relevant improper interference from Party A within the lease term;
7. Party A guarantees the qualification related to the housing lease services.
