Declarations and Warranties. 6.1. The parties declare and guarantee that the following declarations and guarantees are and will continue to be valid, accurate and producing legal effects throughout the term of this Contract:
a) Each Party is a trading company validly organised, registered and operating legally, in accordance with the laws of the home state;
b) Neither Party has terminated or suspended the payment of its debts or has not become unable to pay the debts or is not subject to a bankruptcy, liquidation or insolvency procedure;
c) This Contract establishes legal and valid rights and obligations for each Party, the Parties expressing their free and serious agreement to conclude this Agreement, with the intention of assuming the rights and obligations provided in it and executing all the contractual provisions;
d) The signing and execution of this Contract is the capacity and competence of each Party, which has been legally authorised in this respect and do not contravene any legal provisions or any constituent document of the Parties;
e) The parties have all the information and data that they have considered necessary and sufficient regarding the obligations assumed by this Contract and know the legal provisions regarding the benefits arising from it;
f) By signing this Agreement, the parties confirms that they have understood and accepts each and every contractual provision, which considers to be clear, intelligible and equitable;
g) The Parties assume the risk of error regarding the additional information and data which they have not investigated or requested from the other Party and which were not required to be provided to the other Party;
h) The information and documents made available to the other Party in order to conclude and execute this Contract are correct, complete and valid and correspond to the reality of law andfact.
Declarations and Warranties. 1. Both parties signing this agreement make the following statements and guarantees:
(1) Party A, Party B and Party C are independent civil subjects and have legal rights or authorization to sign this agreement.
(2) The funds, technologies, business plans and other data and documents invested by Party A, Party B and Party C are the legal property and intellectual property owners owned by Party A, Party B and Party C, without any rights defects; Otherwise, this party shall continue to undertake the obligation to supplement the investment funds, correct the technical and data rights defects and all legal responsibilities.
(3) The documents and materials submitted by Party A, Party B and Party C to the Company are true, accurate and effective.
(4) Party A, Party B and Party C shall not damage the legal rights of the company or the other partner. Otherwise, the other partner has the right to pursue the other partner's liability for breach of contract.
2. Rights and obligations of both parties:
(1) Rights of partners: ① Keep abreast of the company's work progress;
Declarations and Warranties. Customer represents and warrants that it is entitled to execute and implement the Agreement in accordance with its terms and that all necessary permissions, clearances and approvals of any Governmental Authority have been obtained prior to the Customer’s acceptance of the Agreement.
Declarations and Warranties. 4.1. The Existing Shareholders hereby separately and jointly declares and warrants the followings, and such declarations and warranties shall remain valid, as they would have done at the time of the transfer of option shares.
4.1.1. The Existing Shareholders are Chinese citizens with full capacity for conduct; they have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can be independent as the main body of the lawsuit.
4.1.2. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The Company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently act as the subject of litigation.
4.1.3. The Existing Shareholders has full right and authority that it has signed and delivered this Agreement and all other documents relating to the transactions referred to in this Agreement and which it will sign. And it has full power and authority to complete the transactions referred to in this Agreement.
4.1.4. This Agreement is lawfully and duly signed and delivered by the Existing Shareholders. This agreement constitutes a lawful and binding obligation to the Existing Shareholders. And may be enforced to them in accordance with the terms of this Agreement.
4.1.5. The Existing Shareholders are duly registered owners of the Company on the effective date of this Agreement, in addition to rights regulated in the Agreement, the Amended and Restated Equity Pledge Agreement signed by the Existing Shareholders, the Company and the WFOE, and the Amended and Restated Shareholders’ Voting Rights Proxy Agreement signed by the Existing Shareholders, the Company and the WFOE, there are no lien, pledge, claim and other security interests and the rights of the three parties on the Call Option. In accordance with this Agreement, any other entity or individual designated by the WFOE and / or the WFOE may obtain a good ownership of the transfer of equity, without any lien, pledge, claim, or other right of security or third party rights.
4.2. The Company hereby declares and warrants as followings:
4.2.1. The Company is a limited liability company duly registered and validly existing under PRC laws. It has independent legal person qualification. The company has complete, independent legal status and legal capacity to sign, deliver and perform this Agreement, and may independently ac...
Declarations and Warranties. Declarations and Warranties of the Buyer contained in this Agreement shall be true and correct as of the effective date of signing of this Agreement and (except in cases that such warranties bear the earlier date) shall be true and correct on the Closing Date with the same force and effect.
Declarations and Warranties. The declarations and warranties rendered by the SALESPERSONS, as established in the Section Five below (the "Declarations and Warranties") should be correct and complete and should continue valid at the Closing Date, having the BUYER received the documents and enough information evidencing, for the BUYER'S satisfaction, that referred Declarations and Warranties are complete and validate.
Declarations and Warranties. 1. Without prejudice to such other obligations and guarantees as derive from the other clauses of the present Contract, Annexes and other documents forming part thereof, the CONSULTANT does expressly declare and ensure that:
a) It is in a legal and legitimate position to market and supply the Software, the Services and all the items object of this Contract, as well as to use the patents and “know how” associated to the same, and that the fulfilment of its own obligations deriving from this Contract are not in violation of the copyrights and/or intellectual property of any third party;
b) The Equipment supplied and the Services rendered under the present Contract are competitive on the information technology market at the time whereat they are supplied, being ready for installation, implementation and operation in accordance with the Technical Specifications;
c) The Software and any disks, CD-ROMs or other electronic support do not contain any viruses known in the respective industry as at the date of Installation;
d) The Software is endowed with an effective prevention, detection and elimination system regarding any viruses or failings which impact the operation of Software or Equipment;
e) The Equipment and Software supplied, as well as the Services provided under the present Contract, comply with those levels of quality and reliability stipulated in the present Contract, Annexes and other constituent documents.
2. Should the CONSULTANT, within the scope of the Services rendering, have access to personal data in the possession of COMPANY, the CONSULTANT hereby declares and assures that it will comply with the legislation in force regarding personal data, namely:
a) It will strictly comply with the COMPANY’s instructions in what concerns its access, registration, transmission or any other processing operation in relation to them;
b) It will implement the required technical and organizational measures to protect the data against accidental or illicit destruction, accidental loss, alteration, diffusion or unauthorized access, as well as against any other type of its illicit processing;
c) It will comply and assure the fulfill of the professional secrecy duty in relation to them;
d) It will only allow the access to personal data to its own technicians whenever it might be necessary to perform respective functions assigned to them within the scope of the Services rendering which is the object of this Contract and will abstain to use them for different purposes...
Declarations and Warranties. 13 9. Obligations of the Constituent......................................................................14 10. Extinction and Cancellation of the Pledge...........................................................15 11. Indemnity, Taxes, Costs, and Expenses...............................................................16 12. Communications .....................................................................................16 13.
Declarations and Warranties. 5.1 THE SALESPERSONS render each one, individual, solidary and unlimitedly, the following Declarations and Warranties, which should be true and correct in the Closing Date:
Declarations and Warranties. 5.1 The SALERS render each one, individual, solidarly and unlimited in favor of the BUYER, by themselves and by the entities that represent in this Contract, according to the case, the following Declarations and Warranties, which should be true and correct in this date and in the Closing Date regarding to OURO VERDE, NETOIL and FJJ, as applicable, and they should be, regarding Sidma, in the Closing Date:
