Declarations and Undertakings Sample Clauses
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; (NY) 18002/039/AMENDMENTS/hull.675.credit.agt.exhibits.doc
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 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 r...
Declarations and Undertakings. 1. The Borrower declares as follows:
(1) The Borrower is lawfully registered and lawfully existing, and has full capacity for civil rights and conduct necessary for signing and performing this Contract;
(2) The signing and performance of this Contract is based on the true intention of the Borrower, has been legally and effectively authorized in accordance with its articles of association or other internal management documents, and will not violate any agreement, contract or other legal documents binding on the Borrower; The Borrower has obtained or will obtain all relevant approvals, permits, records or registrations necessary for the signing and performance of 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 of the Borrower’s application to engage in business with the Lender is true and legal, does not involve money laundering, terrorist financing, weapons of mass destruction proliferation financing, tax evasion, fraud and other illegal purposes, and does not violate the United Nations, China and other applicable sanctions;
(5) the Borrower does not conceal from the lender events that may affect its and the guarantor’s financial position and ability to perform the Agreement;
(6) There is no risk of energy consumption or pollution if the borrower and the loan project meet the national environmental protection standards, and the enterprises and projects with serious energy consumption or pollution problems and ineffective rectification are announced and recognized by the relevant state departments;
(7) the purpose of the loan and the source of repayment are genuine and legal;
(8) Other matters declared by the borrower: (none)
2. The Borrower undertakes as follows:
(1) Submit its financial statements (including but not limited to annual quarterly and monthly reports) and other relevant information to the Lender on a regular or timely basis as required by the Lender: The Borrower shall ensure that it continuously meets the requirements of the following financial indicators: the Borrower’s asset-liability ratio shall not exceed 90%.
(2) If the Borrower has entered into or will enter into a counter-guarantee agreement or similar agreement with the guarantor of this Contract in respect of its guarantee obligations, such agreement will not prejudice any of the Lender’s rights under this Contract.
(3)...
Declarations and Undertakings. I/We declare (as an authorised signatory of the Entity) that the information provided in this Self- Certification Form is, to the best of my/our knowledge and belief, accurate and complete. I/We undertake to advise the recipient within 30 days and provide an updated Self-Certification Form where any change in circumstance occurs, which causes any of the information contained in this Self- Certification Form to be incorrect.
I/ We acknowledge that, in case the Country(ies) of Tax Residence listed in section 4 is/are CRS Reportable Jurisdiction(s), the information disclosed in this Form together with required information related to my/our financial account (as described in Annex I Section I of “Loi du 18 décembre 2015 relative à la Norme Commune de Déclaration (NCD)” hereafter “the Luxembourg CRS law”) will be reported to the Luxembourg tax authorities or any other authorized delegates under Luxembourg law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Section 4, pursuant to international agreements to exchange financial account information. I/We acknowledge that, as per Article 5 of the Luxembourg CRS law, answering questions related to the information disclosed in this Self Certification Form is mandatory. Upon request I/we will have access to the data concerning me/us that are disclosed to the Luxembourg tax authorities, and I/we will be in a position to rectify any of my/our personal data. The data collected will not be kept longer than necessary for the purpose of the Luxembourg CRS law. Authorised Signature(s)*: Print Name(s)*: Capacity in which declaration is made*: Date: (dd/mm/yyyy):* List ALL Controlling Persons of the entity if the entity is a Passive NFE/NFFE or an Investment entity resident in a non-CRS jurisdiction Control over an Entity is generally exercised by the natural person(s) who ultimately has a controlling ownership interest in the Entity. Where no natural person exercises control through ownership interests, the Controlling Person(s) of the Entity will be the natural person(s) who exercise(s) control of the Entity through other means. Where no natural person(s) is/are identified as exercising control of the Entity, the Controlling Person(s) of the Entity will be the natural person(s) who hold(s) the position of senior managing official. Controlling Persons are the natural persons who exercise control over an entity. This definition corresponds to the term “beneficial owner” as de...
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 ▇▇▇▇▇▇▇ ▇, ▇▇▇ 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. 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;
1.3. We, , request that our financial data, as specified in Form B“1A” to the Invitation, be taken into account in order to demonstrate compliance with the provisions of Section 3 of Annex D”1” to the Invitation;
1.4. To the best of our knowledge, and after proper examination, all the data, representations and declarations contained in this form and in Form B“1A” (Financial Threshold Requirements for the LRT Consultant) are correct, complete, accurate and up-to-date, and no details have been omitted from this form which may affect the discretion of the Company;
1.5. We have received, read and understood the Tender Documents, and we accept the terms and conditions thereof, and in particular the powers conferred to the Company thereby;
1.6. We are duly organized and validly existing under the laws of the country in which we are incorporated;
1.7. We, and any interested party thereof, have not been convicted in an offense, and no criminal proceedings with respect to an offense are held against us and/or any interested party thereof, except as follows:
1.8. The submission of this form within the framework of the Proposal and the undertakings specified therein have been duly approved by the competent bodies;
1.9. No action has been taken against us and, to the best of our knowledge, no action shall be taken against us whose purpose or possible outcome is liquidation, bankruptcy, receivership, appointment of trustee or liquidator, or commencement of a similar insolvency proceeding.
1.10. We shall deliver to the Company any additional information which will be required by the Company during the Tender process, including financial information, in order to demonstrate our compliance with the terms of the Invitation, and in particular the provisions of Section 3 of Annex D”1” to the Invitation;
1.11. The validity of our undertakings and liability and/or their extent shall not be affected and/or prejudiced even if the Tender Documents (or any part thereof) is changed and/or amended, all and/or in part, from time to time, and we hereby confirm our consent and willingness to any change and/or amendment as stated above and shall remain liable for all undertakings...
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 Lead Design Firm in the following way:
1.2. The Lead Design Firm informed us of the Invitation and its participation in the Tender as the Participant;
1.3. We, , request that our financial data, as specified in Form B“1A” (Financial Threshold Requirements for the Lead Design Firm) to the Invitation, be taken into account in order to demonstrate compliance with the provisions of Section 3 of Annex D”1” to the Invitation;
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 ▇▇▇▇ 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;