Commitments and Guarantees. 1. Party A guarantees that it has the legal qualification to engage in data promotion and the authority to sign the Agreement. Party B agrees that if Party A’s business scope or main business changes or there are other reasonable reasons, Party A has the right to transfer all its rights and obligations that have not been fulfilled under the Agreement to Party A’s affiliates at any time without affecting Party B’s rights and obligations, but Party A shall notify Party B in writing. “Party A’s affiliate” refers to any enterprise that controls Party A or is controlled by Party A or is jointly controlled by the same entity with Party A. “Control” means the direct or indirect ownership of more than fifty percent (50%) of the equity, voting rights, or management rights of an enterprise.
Commitments and Guarantees. 1. Both the transferee and the transferor undertake that they have carefully read all the terms of the Agreement and have understood the meaning of all the terms of the Agreement.
2. The transferee and the transferor guarantee that they have been informed that the target equity is the equity of the target company and the transferee can enjoy the rights and obligations of the shareholders according to the shareholding ratio as agreed in the articles of association of the target company.
Commitments and Guarantees. 1. The parties to the Contract mutually promise and guarantee as follows:
(1) It is an enterprise legal person legally established and effectively existing in accordance with the PRC law;
(2) it has all the rights and authority to sign this contract and perform this Contract, and has not signed any agreement or arrangement that conflicts or may conflict with this contract; and
2. Party A hereby promises and guarantees to Party B as follows:
(1) After the signing of this Contract, it shall pay Party B all the license fees in accordance with the Contract;
(2) It has not taken any action or omitted to take any action to cause or allow any damage to the rights attached to this Contract or invalidate the license under this Contract;
(3) When Party A handles the registration of the relevant patent rights under this contract, it shall do its utmost to provide corresponding assistance, including but not limited to providing the documents and certificates required by the patent registration authority.
3. Party B hereby promises and guarantees to Party A as follows:
(1) It is the legal owner of the patent rights under this Contract, and has the right to license such patent rights to Party A in accordance with the provisions of this Contract;
(2) All the information provided to Party A in accordance with this Contract is complete and valid
(3) It has not taken any action or omitted to take any action to cause or allow any damage to the rights attached to this Contract or invalidate the license under this Contract;
(4) When Party A handles the registration of the relevant patent rights under this contract, it shall do its utmost to provide corresponding assistance, including but not limited to providing the documents and certificates required by the patent registration authority.
Commitments and Guarantees. 1. Party A warrants that it has the legal qualification for data promotion and the right to sign this Agreement. Party B agrees that, if Party A’s business scope changes, main business changes or other reasonable reasons, Party A has the right to transfer its rights and obligations to the affiliates under the Agreement of Party A, provided that Party A shall notify Party B in writing. “Party a close United Company” means any enterprise controlling Party A or controlled by Party A or jointly controlled by the same entity with Party A.“Control” means for either party: directly or indirectly 1) holding more than 50% of the equity, shares, registered capital or other relevant interest of the Party; or 2) controlling the management or decisions of or through contractual arrangements or otherwise.
Commitments and Guarantees. 1. Party A guarantees that it has the legal qualifications to engage in data promotion and the authority to sign the Agreement. Party B agrees that if Party A's business scope changes, main business changes or there are other reasonable reasons, without affecting Party B's rights and obligations, Party A has the right to transfer all of its unfulfilled rights and obligations under the Agreement at any time to Party A's affiliated company, but Party A shall notify Party B in writing. "Party A's affiliate(s)" means any enterprise that controls or is controlled by Party A, or is jointly controlled by Party A in the same entity. "Control" means, with respect to any party: directly or indirectly 1) holding more than 50% of such party's equity, shares, registered capital or other types of relevant interests; Or 2) control the party's management or decision-making by owning more than 50% of the party's voting rights, or through contractual arrangements or otherwise.
Commitments and Guarantees. 4.1 ZhongJinfu and YunShuiyue, Dai Di, Dai Hao, Xxx Xx and the Target Company shall individually and jointly irrecoverably commit and guarantee that:
(1) Without the prior written consent of Wanchi Technology, they shall not supplement, change or modify the operation scope of the Target Company, the articles of association of the company, increase or reduce its registered capitals or change its registered capital structure in other forms;
(2) In accordance with the good finance and business criteria and usual practices, they shall maintain the subsistence of the Target Company, prudently and effectively operate its business and deal with the affairs and shall not result in the liquidation, shutdown, termination or dissolution of the Target Company;
(3) Without the prior written consent of Wanchi Technology, they shall not sell, transfer, bestow, mortgage or dispose or procure the management of the Target Company to sell, transfer, bestow, mortgage or dispose any assets, business or the legal interests on revenues or beneficial interests in other form or allow to establish any other secured interests on them at any time from the effective day of this Agreement;
(4) They shall not terminate or procure the management to terminate any Structural Contracts signed by the Target Company or sign any agreements conflicting with the current Structural Contracts;
(5) They shall not bring in or allow the Target Company to bring in any debts, provided that the following debts are not included: (i) the debts arising from the normal or daily business processes (other than in the form of borrowings) and (ii) the debts having been disclosed to Wanchi Technology and obtained the written consent of Wanchi Technology;
(6) They have been operating all businesses in the normal business processes to maintain the value of the assets of the Target Company and shall have no actions or omission of actions sufficient to affect their operation conditions and assets value;
(7) The signing of any significant contracts with an amount of more than RMB 500,000 (other than the contracts signed in the normal business processes) by the Target Company shall obtain the prior written consent of Wanchi Technology;
(8) The Target Company shall obtain the prior written consent of Wanchi Technology when providing loans or guarantees to any persons (other than the loans and guarantee contracts signed in the normal operation process);
(9) Wanchi Technology shall be entitled to require the Target Compa...
Commitments and Guarantees. 10.1 Both the buyer and seller commit: Both parties are registered companies operating legally under Chinese law, possessing the qualifications to sign this contract and fulfill its obligations. Prior to signing this contract, both parties have obtained the necessary authorization, approval, or consent required for signing this contract.
10.2 The seller commits and guarantees: They have obtained the administrative permit and business qualifications for the production and sale of the product. The product has passed inspection and conforms to national and industry standards for safeguarding human health, personal safety, and property security.
10.3 Both parties guarantee: The signing and execution of this contract represent the true intentions of both parties. The commitments and guarantees made by both parties under this contract are continuous, valid, and irrevocable. After this contract comes into effect, both parties will fully fulfill their respective obligations under this contract, ensuring comprehensive fulfillment of this contract.
Commitments and Guarantees. 7.1 Both the lessor and the lessee make the following commitments and guarantees:
7.1.1 They are the legal persons of the durable enterprises that are established according to the laws;
7.1.2 They have all the rights and authorizations to sign the agreement and fulfill the obligations under this Agreement;
7.1.3 The representatives who signed this Agreement have obtained such authorization.
7.2 The lessor pledges that it possesses the legitimate property rights of the leased premise and the rights to lease it. Under any circumstance and for any reason, if there is any dispute over the property rights and such dispute causes failure to enjoy the rights or induces any other damages to the lessee, the lessor agrees to make compensation for all the losses caused thereafter.
7.3 The lessor pledges that the leased premise is an legitimated and valid building, whose planning, design and construction are in compliance with the requirements for land uses and related laws and regulations, that there is no possibility for the requisition of the usage rights of the building or the land by the government or related government agencies, that there is no impingement on the rights and interests of any third party, and that there is no real or potential lawsuits, arbitration, disputes or other legal problems against the leased premise. If there is any other party except the lessor claims that right, the issue shall be resolved by the lessor.
7.4 The lessor pledges that the leased premise is not a mortgage of any bank, company or individual and there is no interest or rights of the third party involved.
7.5 The lessor or any other person shall not take any actions that may affect the interests and rights of the lessee over the leased premise.
7.6 The lessor pledges that the leased premise is in good conditions and the lessor agrees to regularly and/or irregularly repair and maintain the related public facilities upon the request of the lessee.
7.7 All parties pledge to pay their respective taxes and fees in accordance with the relevant laws and regulations of China.
Commitments and Guarantees. 7.1 Without prejudice to the obligation of the Partner to provide the Services pursuant to clause 6 (The Services), the Partner guarantees and commits to the Council that during the Initial Period the Partner shall:
7.1.1 comply with the Transition Plans and the Milestones (if any) contained therein;
7.1.2 comply with Open Book Accounting in pricing and performing its obligations in accordance with this Agreement and procure that Partner Parties comply with such principle;
7.1.3 over the first three (3) years of the Term (as measured against the Council's budget for 2009/2010), generate the savings set out in the Balfour Xxxxxx Affordability Tab at line 54 of the Financial Model;
7.1.4 commit to achieving further savings, set out in the Financial Model, through continuous improvement measures in accordance with clause
6.2 (Services - General Provisions);
7.1.5 in addition to the Transferring Employees, provide ten additional senior transformational managers seven (7) of whom shall fill permanent posts and three (3) of whom shall act as mentors and coaches to Personnel in the first Year;
7.1.6 comply with the terms of the 90 Day Plan and complete a draft Regeneration Framework for the Council's consideration within three months from the Service Commencement Date;
7.1.7 use its knowledge, credibility and profile in the development and investment community to broker funding opportunities with both public and private sector organisations for the Council's benefit; and
7.1.8 comply with the profit sharing arrangement set out in Schedule 24 (Profit Share).
Commitments and Guarantees. 1. Both parties guarantee that they have the qualifications to perform their obligations under this contract and operate legally. If one party violates this agreement and is punished by the regulatory or judicial authorities, the observant party has the right to immediately terminate this contract.
2. If the materials for this contract are provided by Party A, Party A shall ensure that the materials do not violate any laws and regulations or infringe on the rights of any third party (including but not limited to intellectual property rights, portrait rights, etc.), and shall bear all liability for this. Financial and Legal Responsibilities.
3. If the materials for this contract are provided by Party B, Party B shall ensure that the materials do not violate any laws and regulations or infringe on the rights of any third party (including but not limited to intellectual property rights, portrait rights, etc.), and shall bear all economic and legal liability.
