Declaration and Guarantee Sample Clauses

Declaration and Guarantee. 5.1 The Parties of this Agreement hereby represents, undertakes and guarantees to each other as follows: 1) possess appropriate competence and power to conclude this Agreement; 2) have capability to fulfill obligations under this Agreement; 3) No performance of obligations under this Agreement is in breach of any restriction in legal documents that binds. 5.2 This Agreement, once being signed, shall constitute to both parties legal and effective obligations that can be enforced according to the provisions of this Agreement.
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Declaration and Guarantee. 5.1 The Founding Shareholders and Party C hereby separately and jointly make the following declarations and guarantees, and these declarations and guarantees shall continue to be valid, just as they made when they transferred the Option Equity they held. 5.1.1 The Founding Shareholder is a sole proprietorship or partnership that is legally established and validly existing. It has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a party to the litigation subject. 5.1.2 (1) Party C is a limited liability company duly registered and legally existing in accordance with Chinese Laws. It has independent legal personality, and it has the right and legal authorization of the company to own or hold, lease and operate its assets and to operate its business now and in the past; (2) Party C has been issued and possessed all licenses necessary for business operations, and all such licenses have full legal effect. As far as the Founding Shareholder and Party C know, there are no administrative or criminal proceedings that may be resolved, pending, or may be instituted that may cancel or restrict any license; (3) Party C has been operating in accordance with the law since its establishment. Party C does not have any violation or possible violation of the regulations and requirements of industry and commerce, taxation, quality and technical supervision, labor and social security, and other government departments, and there is no Dispute about breach of any contract; (4) Party C does not have the option to issue any other equity to any other person or assume any other obligations for issuing equity; (5) Party C has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a party to the litigation subject. 5.1.3 It has the full power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement. It has full power and authorization to complete the transactions described in this Agreement. 5.1.4 This Agreement is legally and appropriately signed and delivered by the Founding Shareholder and Party C. This Agreement constitutes a legal and binding obligation to the Founding Shareholder and Party C, and can be enforced against them in accordance with the terms of this Agreement. 5.1.5 The Founding Shareholder is the registered legal holder...
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Declaration and Guarantee. 5.1 Party A declares and guarantees 5.1.1 Party A is a company legally incorporated and existing under the laws of PRC; 5.1.2 Party A signs and performs the obligation prescribed in this agreement under its authority and business scope, and has carried out proper authorization within the company; which do not constitute any breach of any restriction of legal documents binding upon such party 5.1.3 This Agreement shall become effective, legally binding and enforceable on the date of its being signed. 5.2 Party B declares and guarantees: 5.2.1 Party B is a company legally incorporated and existing under the laws of PRC; 5.2.2 Party B signs and performs the obligation prescribed in this agreement under its authority and business scope, and has carried out proper authorization within the company; which do not constitute any breach of any restriction of legal documents binding upon such party 5.2.3 This Agreement shall become effective, legally binding and enforceable on the date of its being signed. 5.2.4 Party B’s advertisements do not violate any use of laws, regulations or governmental policies
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Declaration and Guarantee. If either party violates the following undertakings, the other party has the right to suspend the contract. Both parties declare, represent and warrant to each other the following: 1. Party A guarantees: ① The content of Party B’s products (including but not limited to data and news) shall not be transferred or copied for other purposes without Party B’s permission, otherwise Party B has the right to stop the service. ② Under feasible conditions, provide Party B with any information or report that is reasonably related to the market information received by subscribers as required by the Exchange as required by Party B. ③ Cooperate with Party B or the exchange in the audit and inspection of market data, including the use of market data, any account books and records maintained by receiving and using market data. 2. Party B guarantees that its own copyright or other legal rights to the software and information it provides to Party A, otherwise Party A has the right to terminate the contract.
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Declaration and Guarantee a. The Parties are organizations established legally according to the rules and regulations of the Republic of Indonesia, with the status of legal bodies, so they have the capacity and authority to bind themselves in this Agreement and to carry out the obligations therein; b. The Parties have already secured all necessary permissions and agreements to sign and implement this Agreement, including but not limited to the agreement and permission of the Board of Commissioners and the General Meeting of the Shareholders in accordance with the statutes of all Parties. c. This Agreement represents a legal and binding obligation and for the Parties who will assume responsibility, and the Parties who sign this Agreement have the authority to carry out these responsibilities.
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Declaration and Guarantee. The client hereby makes following declaration and guarantee which will be viewed as repeatedly made each time SPD bank provides pay on other’s behalf service to the client according to provisions of This Agreement:
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Declaration and Guarantee. The Mortgagor shall make the following declarations and guarantees to the Mortgagee, which shall remain valid within the effective period of this Contract: 5.1 The Mortgagor is a legal person or other type of economic organization registered and established in accordance with Chinese laws, which has sufficient power over all of its assets, possesses full civil action capacity, and is able to bear civil liabilities independently. 5.2 The Mortgagor has authorized representative to sign this Contract. All provisions of this Contract are reflection of true intention of the Mortgagor, which has legal binding force on the Mortgagor. 5.3 The signing and execution of this Contract by the Mortgagor will not violate the laws, regulations, rules, rulings, judgments, or directives that should be abided by the Mortgagor and will not come in conflict with the articles of association or any other signed contracts, agreements, or any other borne obligations. 5.4 All documents and materials associated with this Contract and the mortgage properties are all truthful, valid, accurate, and complete without any concealment. 5.5 The Mortgagor guarantees that it has full legal ownership or legal disposition right regarding to the mortgage properties upon the signing of this Contract and that the mortgage properties have no existence of any form of mortgage (excluding this Contract), lease (unless written declaration has been made to the Mortgagee with approval from the Mortgagee), trust, or other co-owner. Moreover, No existence or possible existence of any form of ownership dispute, legal restriction or other flaw of right is present. 5.6 The Mortgagor guarantees that no construction debt is present before the signing of this Contract, or the Mortgagee has been fully notified, and the relevant materials are provided to the Mortgagee with approval from the Mortgagee. After the signing of this Contract, no new construction debts shall occur.
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Declaration and Guarantee. The parties to the agreement make the following representations and warranties: 1． All parties to this agreement are natural persons or legal persons with independent civil capacity and have legal rights or authority to enter into this Agreement. 2． The funds invested in the Company by the investors are legal property owned by the sponsors. 3． The documents and materials submitted by investors to the Company are all true, accurate and effective.
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Declaration and Guarantee 
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Related to Declaration and Guarantee

  • Execution and Delivery of Subsidiary Guarantee To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by its President or one of its Vice Presidents. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

  • Declaration of Trust The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

  • The Guarantee Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party or any Subsidiary under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

  • Creation and Designation There is hereby created a tranche of Card Series Class A Notes to be issued pursuant to the Indenture, the Asset Pool 1 Supplement and the Indenture Supplement to be known as the “Card Series Class A(2019-2) Notes.”

  • Authorization and Reliance GMAC understands that a copy of this Limited Guaranty shall be delivered to the Trustee in connection with the execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the Company and the Trustee to rely on the covenants and agreements set forth herein.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Execution and Delivery of Subsidiary Guarantees (a) To evidence its Subsidiary Guarantee set forth in this Supplemental Indenture, such Guaranteeing Subsidiary hereby agrees that a notation of such Subsidiary Guarantee substantially in the form of Exhibit F to the Indenture shall be endorsed by an officer of such Guaranteeing Subsidiary on each Note authenticated and delivered by the Trustee after the date hereof. (b) Notwithstanding the foregoing, such Guaranteeing Subsidiary hereby agrees that its Subsidiary Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. (c) If an Officer whose signature is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. (d) The delivery of any Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of each Guaranteeing Subsidiary. (e) Each Guaranteeing Subsidiary hereby agrees that its Obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (f) Each Guaranteeing Subsidiary hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the Obligations contained in the Notes and the Indenture. (g) If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guaranteeing Subsidiary, or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guaranteeing Subsidiary, any amount paid by either to the Trustee or such Holder, the Subsidiary Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, shall be reinstated in full force and effect. (h) Each Guaranteeing Subsidiary agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guaranteeing Subsidiary further agrees that, as between such Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand: (i) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary Guarantee made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and (ii) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Guaranteeing Subsidiary for the purpose of the Subsidiary Guarantee made pursuant to this Supplemental Indenture. (i) Each Guaranteeing Subsidiary shall have the right to seek contribution from any other non-paying Guaranteeing Subsidiary so long as the exercise of such right does not impair the rights of the Holders or the Trustee under the Subsidiary Guarantee made pursuant to this Supplemental Indenture.

  • Authorization and Effect of Agreement Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either is a party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either is or is proposed to be a party by Seller and the Company and the performance by Seller and the Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

  • Release of Liens and Guarantees A Subsidiary Loan Party (other than a Borrower) shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Loan Party ceases to be a Restricted Subsidiary (including pursuant to a merger with a Subsidiary that is not a Loan Party or a designation as an Unrestricted Subsidiary) or (2) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Loan party ceases to be a wholly-owned Subsidiary. Upon any sale or other transfer by any Loan Party (other than to Holdings, the Parent Borrower, the Co-Borrower or any other Subsidiary Loan Party) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. Upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement), all obligations under the Loan Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

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