Declaration and Warranties Sample Clauses

Declaration and Warranties. 6.1 Either party shall declare, state and warrant to the other party as follows: 6.1.1 It is an independent legal person set up legally with effective existence 6.1.2 It has the qualification to be engaged in the cooperation under this agreement and the cooperation complies with the regulations of its business scope.
Sample 1
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Declaration and Warranties. The Borrower hereby makes the declaration as follows: 1) that the Borrower is legally registered and incorporated; 2) that the Borrower has obtained the warrant required under this Contract; 3) that all the files, data, statements and vouchers provided by the Borrower are true, accurate, integrate and effective; 4) that the Borrower has not hidden any following occurrence or possible occurrence which might affect the judgment towards its contract performance: i) if there have any big severe law breaches and violation behaviors or claims on compensation related to either the Borrower or its key management; ii) if the Borrower has any default under other contracts; iii) if the Borrower has assumed any debts, contingent liability or the security and guaranty to the third party; iv) if there has any lawsuit or arbitration suspended; and v) other occasions that might affect the financial conditions and solvency of the Borrower. The Borrower hereby makes the warranties as follows: 1) that the Borrower assures to promptly provide the most updated financial statements and related materials requested by the Lender, including but not limited to the previous-year financial statements and other files or data regarding the financial conditions and operation results of the Borrower; 2) that if the 3) that the Borrower would fully cooperate with the Lender for purposes of supervision and inspection on uses of fund borrowed under this Loan Contract; 4) that when the Borrower's registered capital, operational system or the organizational form of property ownership is materially changed, including but not limited to, the practices of contracting, leasing operations, joint operations, joint-stock reconstruction, mergers & acquisition, joint-venture or cooperation, split-off & subsidiaries establishment, the transfer of property ownership, capital reduction, winding-up, dissolution and bankruptcy application, a prior written notice shall be delivered to the Lender and the approval is required if any above actions could cause an unfavorable impact towards the solvency of the Borrower; 5) that the Borrower's act as a guarantor to a third party would not have the material adverse effect on its solvency; 6) that the liquidation sequence of the loan under this Contract is in priority than the loans from the Borrower’s shareholders and no less than those indebtedness of same category; 7) that any of the following occurrences would be promptly noted to the Lender: i) any types of br...
Sample 1
Declaration and Warranties. 3.1 Declaration and warranties of Parties hereof respectively are as follows: (a) The Party is a legitimately established and validly existing company or an individual with full civil capacity who has complete authority and capacity to sign and implement the Agreement, and other documents related with the Agreement in order to realize the purposes hereof; (b) The Party has taken, or will take all necessary actions, to properly and validly authorize the signing, delivery and implementation of the Agreement and all other documents related with the transaction hereunder; and such signing, delivery and implementation shall not violate any related laws, regulations and government rules, and shall not infringe the legal interests and rights of any third parties. 3.2 Party B and Party C, respectively and collectively, declare and warrant to Party Aas follows: (a) Party B legally and validly holds 100% equity in Party C at present; The acquisition and possession of the above 100% equity held by Party B does not have any violation to any laws, governmental regulations and benefits and rights of any third party. (b) Party C is a limited liability company properly established and validly existing under the laws of China. It has complete capacity for rights and capacity for actions; has the right to own, treat and operate its assets and businesses, as well as carry out the ongoing or planned businesses. Party C has obtained all permits, qualification certificates or other governmental approvals, authorizations, registrations or filing formalities for all businesses specified in its business license; (c) Party C’s actions from the date of execution has not any violation to any laws or governmental regulations; (d) The equity held by Party B in Party C does not have any security interests or any third party interest; (e) The Party does not omit the provision of any document or information related to Party C or the businesses of Party C to Party A that may influence the decision of Party Aon signing hereof; (f) Before the completion of the Equity Transfer, the Party will not, in the form of any feasance or nonfeasance, authorize or cause the issuance of or commitment to issuing new equity on the date of signing hereof, except those that have been issued; and will not change, in any form, the registered capital or the shareholder structure of Party C.
Sample 1

Related to Declaration and Warranties

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Representation and Warranties of the Company The Company hereby makes the following representations and warranties to the Purchaser:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:

  • Representations and Warranties of the Parties (a) The Sub-Adviser represents and warrants to the Advisers as follows: (i) The Sub-Adviser is a registered investment adviser under the Advisers Act; (ii) The Form ADV that the Sub-Adviser has previously provided to the Advisers is a true and complete copy of the form as currently filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Adviser will promptly provide the Advisers and the Trust with a complete copy of all subsequent amendments to its Form ADV; (iii) The Sub-Adviser will carry at all times professional errors and omissions liability insurance with carriers approved by the Advisers covering services provided hereunder by the Sub-Adviser in an appropriate amount, which insurance shall be primary to any insurance policy carried by the Advisers; (iv) The Sub-Adviser will furnish the Advisers with certificates of insurance in forms and substance reasonably acceptable to the Advisers evidencing the coverages specified in paragraph 2(a)(iii) hereof and will provide notice of termination of such coverages, if any, to the Advisers and the Trust, all as promptly as reasonably possible. The Sub-Adviser will notify the Advisers promptly, and in any event within 10 business days, when the Sub-Adviser receives notice of any termination of the specified coverage; and (v) This Agreement has been duly authorized and executed by the Sub-Adviser. (b) Each Adviser represents and warrants to the Sub-Adviser as follows: (i) Each Adviser is registered under the Advisers Act; and (ii) Each Adviser and the Trust has duly authorized the execution of this Agreement by the Advisers.

  • REPRESENTATIONS AND WARRANTIES OF DEBTOR Debtor represents, warrants and acknowledges that Secured Party is relying thereupon and so long as this Agreement remains in effect shall be deemed to continuously represent and warrant that: (1) The Collateral is or will be when Collateral is acquired genuine and beneficially owned by Debtor free of all security interests, mortgages, liens, claims, charges, taxes, assessments or other encumbrances, pledges (hereinafter collectively called ‘encumbrances’), except for those Security Interests set out in Schedule ‘B’ hereof; (2) Each account, chattel paper and instrument constituting Collateral is enforceable in accordance with its terms against the party obligated to pay the same (the ‘account debtor’), and the amount represented by Debtor to Secured Party from time to time as owing by each account debtor or by all account debtors will be the correct amount actually and unconditionally owing by such debtor or account debtors, except for normal cash discounts where applicable; (3) The locations specified in Schedule ‘A’ as to business operations and records of Debtor are accurate and complete and, with respect to goods (including inventory) constituting Collateral, the locations specified in Schedule ‘A’ are accurate and complete save for goods in transit to such locations and all fixtures or goods about to become fixtures which form part of the Collateral will be situate at one of such locations; (4) The Debtor has, or will have when Collateral is acquired, the capacity, authority and the right to create mortgages and charges of, and grant a security interest in the Collateral in favour of the Secured Party and generally perform its obligation under this Agreement; (5) This Agreement has been duly and properly authorized by all necessary action and constitutes a legal, valid and binding obligation of the Debtor; and (6) The Collateral does not include any goods which are used or acquired by the Debtor for use primarily for personal, family or household purposes.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:

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