Declarations and Undertakings a) We hereby represent and warrant to each Lender Party that:
i) we are a corporation validly organised and existing in good standing under the laws of the Republic of Liberia;
ii) we have full power and authority, and have taken all corporate action necessary to enter into this Letter of Guarantee and perform our obligations hereunder;
iii) the execution, delivery and performance by us of this Letter of Guarantee do not:
(1) contravene our articles of incorporation and by-laws;
(2) contravene any law or governmental regulation of England, U.S.A. or the Republic of Liberia, except to the extent that failure to comply with such law or regulation, in each case, would not reasonably be expected to have a Material Adverse Effect;
(3) contravene any court decree or order binding on us or any of our property, except as would not reasonably be expected to have a Material Adverse Effect;
(4) contravene any contractual restriction binding on us or any of our property, except to the extent that failure to comply with such restriction would not reasonably be expected to have a Material Adverse Effect;
iv) this Letter of Guarantee constitutes our legal, valid and binding obligation enforceable against us in accordance with the terms hereof except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles;
v) our obligations under this Letter of Guarantee rank at least pari passu in right of payment and in all other respects with all our other unsecured unsubordinated Indebtedness (as defined in the Agreement);
vi) neither we nor any of our properties or revenues is entitled to any right of immunity in the U.S.A. or England from suit, court jurisdiction, judgment, attachment (whether before or after judgment), set-off or execution of a judgment or from any other legal process or remedy relating to our obligations (NY) 18002/039/XXXX.000.XXXX/hull.677.loan.agt.exhibits.doc hereunder (to the extent such suit, court jurisdiction, judgment, attachment, set-off, execution, legal process or remedy would otherwise be permitted to exist);
vii) no filing, recording or registration and no payment of any stamp, registration or similar tax is necessary under the laws of the U.S.A. or England to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Letter of Guarantee;
viii) we have not at the date hereof received any notice ...
Declarations and Undertakings. I/We declare (as an authorised signatory of the Subscriber) that the information provided in this form is, to the best of my/our knowledge and belief, accurate and complete. I acknowledge that the information contained in this form and information regarding the Subscriber may be reported to the tax authorities of the country in which this account(s) is/are maintained and exchanged with tax authorities of another country or countries in which the Subscriber may be tax resident where those countries (or tax authorities in those countries) have entered into agreements to exchange financial account information. I/We undertake to advise the recipient promptly and provide an updated Self-Certification where any change in circumstance occurs which causes any of the information contained in this form to be incorrect. In case of an entity subscriber, this form must be signed by each ultimate beneficiary of the entity (i.e. by the person who ultimately owns or has an ownership interest whether legally or beneficially, directly or indirectly). In case of an investor subscribing in a nominee capacity, this form can be signed by the authorized signatory of the nominee subscribing on behalf of its client. The UAE federal regulations require institutions to capture and identify the details of the ultimate individual beneficial owners of an applying corporate entity. Specific minimum requirements for customer due diligence (CDD) applicable for individuals and corporate entities (including, for example, with respect to corporate entities, the requirement to identify and have details about those who own *5% or more of a business). In addition, the Administrator will act in conformity with the latest Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Module (AML) Rulebook version AML/VER12/08-16, as amended from time to time, by the FSRA. In identifying the beneficial owner that shall be required to submit documentary evidence, the Administrator shall take into account the aggregate amount which will be invested into the Fund on behalf of the shareholder, in accordance with certain provisions as outlined in the Anti-Money Laundering, Counter- Terrorist Financing and Sanctions Module version AML/VER12/08-16, as amended from time to time. In cases where the shareholder, irrespective of the percentage shareholding, has been identified as a Politically Exposed Person, as per the latest FSRA Rulebook Glossary Module (GLO), as amended from time to time, full document...
Declarations and Undertakings. 1. The borrower declares as follows:
(1) The borrower is legally registered and validly existing, possesses full civil rights and capacity to act necessary to sign and perform this contract;
(2) The signing and performance of this contract are based on the true intent of the borrower, who has obtained lawful and effective authorization in accordance with its charter or other internal management documents, and does not violate any binding agreements, contracts, or other legal documents on the borrower; the borrower has or will obtain all necessary approvals, permits, filings, or registrations required for signing and performing this contract;
(3) All documents, financial statements, vouchers, and other materials provided by the borrower to the lender under this contract are true, complete, accurate, and valid;
(4) The transaction background for the business operations requested by the borrower from the lender is genuine and legal, does not involve money laundering, terrorism financing, financing the proliferation of weapons of mass destruction, tax evasion, fraud, or any other illegal purposes, and does not violate any applicable sanctions of the United Nations, China, or other relevant jurisdictions;
(5) The borrower has not concealed any events from the lender that could affect its or the guarantor’s financial condition and ability to perform;
(6) The borrower and the loan project meet national environmental protection standards and are not among the enterprises and projects recognized by national authorities as having significant energy consumption and pollution problems with inadequate rectification efforts, and there are no risks associated with energy consumption or pollution;
(7) The purpose of the loan and the source of repayment are genuine and legal;
(8) Other matters declared by the borrower: / .
2. The borrower undertakes as follows:
(1) To submit its financial statements (including but not limited to annual, quarterly, and monthly reports) and other relevant documents regularly or promptly as required by the lender; the borrower ensures that it continuously meets the following financial indices: / ;
(2) If the borrower has already, or will enter into a counter-guarantee agreement or a similar agreement with the guarantor concerning its guarantee obligations, such agreements will not impair any rights of the lender under this contract;
(3) To accept the lender’s credit checks and supervision, providing sufficient cooperation and assistance; if th...
Declarations and Undertakings. (a) You hereby declare that no other contract of apprenticeship subsists already between you and any other employer during the subsistence of this Agreement.
(b) You undertake that you shall not enter into any other contract of apprenticeship with any other employer before the expiry or termination of this Agreement.
Declarations and Undertakings. NFI declares and undertakes as follows:
3.1 It is the lessee and legal possessor of the DC under a valid lease (the “Lease”) expiring on April 30, 2020 and NFI has the right to renew the Lease through April 30, 2030. NFI shall promptly provide written notice to KIRKLAND’S of any default or notice of default under the Lease.
3.2 It possesses all necessary licenses and permits required to operate the DC and to provide the SERVICES.
3.3 It shall ensure that the DC is clean and maintains certification from all applicable regulators. NFI shall ensure that the DC and its operation are in compliance with all applicable Federal, State, or Local laws.
3.4 It shall comply in all material respects with the requirements of the Quality Agreement attached hereto as Appendix C, which is hereby incorporated herein by reference
3.5 [Intentionally Omitted]
3.6 Subject to the Operational Assumptions (as hereinafter defined), NFI has the capacity to prepare orders of different volumes and the ability to deal with different types of carriers.
3.7 The DC shall comply with the Warehouse Security Standards set forth on Appendix D.
3.8 Upon arrival of the GOODS into the DC, NFI shall conduct an external visual and physical inspection of the most external packaging of the GOODS. If a defect should be discovered in such external packaging of the GOODS that arrive at the DC from KIRKLAND’S (i.e., visible or readily detectable damage to the package, a quantitative discrepancy between the inventory and the details in the shipping documents, and so forth), NFI shall notify KIRKLAND’S in writing providing details of the defect/ fault/shortage. Appendix G sets forth procedures to be followed by NFI in handling and reporting any such defects, damage or discrepancies.
3.9 Notification of the visual or readily detectable defect or damage to external packaging inspected by NFI shall be submitted to KIRKLAND’S within one business day from the date of arrival of the GOODS into the DC.
3.10 For the avoidance of doubt and subject to Xxxxxxx 0, XXX shall not be liable for any damage of any type or kind whatsoever which it can establish occurred prior to its receipt of the GOODS. KIRKLAND’S declares and undertakes as follows
3.12 It has seen and examined the DC and its various systems and facilities, the access roads thereto, and the area designated for the GOODS and the SERVICES, and, subject to NFI’s compliance with the terms and conditions of this AGREEMENT, it has found them all to be reasonabl...
Declarations and Undertakings. I/We declare (as an authorised signatory of the Entity) that the information provided in this form is, to the best of my/our knowledge and belief, accurate and complete.
Declarations and Undertakings a) We hereby represent and warrant to each Lender Party that:
Declarations and Undertakings. Each party declares that there is no legal and/or contractual and/or other impediment to it entering into this agreement.
Declarations and Undertakings. 13.1 New Brunswick declares:
a) that the description of the approved Project(s) provided in Annexes A.1 to A.3 is true and accurately reflects what New Brunswick intends to do, that the information contained therein is accurate, and that all relevant information has been disclosed;
b) that it has the capacity and authority to enter into the Agreement to carry out the approved Project(s) and that it knows of no reason, fact or event, current, imminent or probable, that would diminish this capacity and authority;
c) that all sources of funding for the approved Project(s), including any in-kind contributions as defined in subsection 6.5, are identified in the Budget(s);
d) that it holds the intellectual property rights required for the conduct of the approved Project(s), the exploitation of any intellectual property resulting thereof, and New Brunswick grants Canada the licenses and authorisations described in section 16.
e) that it is committed to the promotion of and respect for a law abiding society, the rule of law and the values and principles underlying the Canadian Charter of Rights and Freedoms and the Canadian Xxxx of Rights and declares that it is not participating in, or condoning, any activity that could be construed as contrary to the laws of Canada or its provinces or territories.
f) that the Project(s) are conducted in compliance with applicable federal and provincial legislation.
g) that no construction will occur before all Parties are satisfied that any legal duty to consult with, and where appropriate, to accommodate Indigenous groups has been met and continues to be met:
i. if, as a result of changes to a Project or otherwise, Canada determines that further consultation is required, New Brunswick will work with Canada to ensure that the legal duty to consult, and where appropriate, to accommodate Indigenous groups, is met and continues to be met to Canada's satisfaction; and
h) that New Brunswick will consult with Indigenous groups that might be affected by the Project, explain the Project to them, including Canada’s role, and will provide a report to Canada, which will include:
i. a list of all Indigenous groups contacted;
ii. a summary of all communications to date with the Indigenous groups, indicating which groups support or object to the Project, and whether their positions are final, preliminary or conditional in nature;
iii. a summary of any issues or concerns that the Indigenous groups have raised and an indication of how New Bruns...
Declarations and Undertakings. We, the undersigned, declare and hereby undertake, jointly and severally (to the extent relevant), that:
1.1. We, , hold more than 50% of the Means of Control in the LRT Consultant in the following way:
1.2. The LRT Consultant informed us of the Invitation and its participation in the Tender as the Participant;
