Party A’s Representations Sample Clauses

Party A’s Representations. 4.1 Party A warrants that it has full and effective right to dispose of the shares transferred to party B . 4.2 Party A as the target company’s shareholder has fully fulfilled the capital contribution obligation of the target company's registered capital. 4.3 The shares to be sold by Party A has been approved and authorized by the target company and Party A.
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Party A’s Representations. 4.1 Party A is a wholly foreign owned limited liability company duly registered and validly existing under the laws of the PRC and is operating legally. It has the full civil capacity and the ability to fully undertake the civil responsibilities under the PRC laws. 4.2 It is not against any PRC laws and statutes or any regulations and rules of government authorities for Party A to sign this Agreement, nor shall the signing of this Agreement breach any agreement that Party A has signed with any other third party.
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Party A’s Representations. 1. Party A is the sole owner of the equity transferred under Article 1 hereof. 2. As a shareholder of the Target Company, Party A has fully fulfilled its obligation to contribute to the registered capital of the Target Company. 3. From the effective date of this Agreement, Party A shall completely withdraw from the operation of the Target Company and no longer participate in the distribution of the Target Company’s property or profits, and relevant rights and interests shall belong to Party B.
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Party A’s Representations. Party A hereby represents that: 9.1 If Party A is a legal person or an unincorporated organization, Party A is legally registered and operated, and has full capacity for civil rights and capacity for civil conduct necessary to execute and perform the Agreement; if Party A is a natural person, it has the qualifications of a civil subject, i.e., the full capacity for civil rights and capacity for civil conduct necessary to execute and perform the Agreement; 9.2 The Agreement is executed and performed out of its genuine declarations of intention of Party A, obtains all legal and effective authorizations required by Party A's articles of association and bylaws, and is not in violation of any binding agreements, Agreements, or other legal documents. Party A has obtained or will obtain all the required approval, consent, documentation or registration for executing and performing the Agreement; 9.3 All the documents, financial statements, certifications and other information provided by Party A to Party B under the Agreement are true, complete, accurate and effective; 9.4 The business background that Party A represents to Party B is real and legal, not for any illegal purposes such as money laundering; 9.5 Party A does not conceal any fact that may affect Party A and the guarantor's financial condition or performance capability; 9.6 If Party A has executed or will execute with the guarantor of the Agreement a counter-guarantee agreement or similar agreement regarding its guarantee obligation under the Agreement, this counter-guarantee agreement or similar agreement will not undermine any of Party B’s rights under the Agreement; 9.7 If the loan under the Agreement is intended for a project to be constructed, Party A ensures that it has got approval from the relevant governmental authorities; 9.8 Other items represented by Party A: ______________________/_____________.
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Party A’s Representations. 4.1 Party A is the only owner of the equity transferred under Article 1 hereof. Such ownership is free and clear of any right defect. Party A agrees to take any and all legal consequences in connection therewith. 4.2 As one shareholder of Dalian Company, Party A has fully performed its obligation of making capital contributions to the registered capital of Dalian Company. Party A’s capital contributions are free and clear of any legal defect. Party A agrees to take any and all legal consequences in connection therewith. 4.3 As from the date when Party A receives the equity transfer price paid by Party B, Party A shall cease to have the relevant shareholder rights and undertake the relevant shareholder responsibilities. 4.4 Party A undertakes to assist Dalian Company and Party B in completing the AIC change registration procedures of Dalian Company pursuant to the provisions hereof. 4.5 Party A undertakes to assign dedicated persons to be in charge of the work handover with the persons assigned by Party B. 4.6 Party A has and possesses the necessary power or full authority to execute, and is capable of performing, this Agreement. 4.7 As of the execution date hereof, no court, arbitration organization, administrative organ or supervisory authority has entered or rendered a judgment, decision or award or performed an administrative act that has a material adverse effect on Party A’s execution and performance of this Agreement; and no cause attributable to Party A prevents this Agreement from becoming effective on its effective date and binding on Party A.
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Party A’s Representations. 1. Party A has valid qualifications of investment or/and application for loan, commits no activities prohibited or restricted from carrying out network lending transactions by laws, regulations, rules, other regulatory documents, and Party B’s transaction rules. 2. Party A warrants that all certificates and information provided for Party B and Party C are legal, authentic, accurate, complete, and valid. In case of any change in Party A’s information, Party A must notify Party B and Party C as agreed on a timely basis. 3. Party A warrants that its funding source conforms to laws and regulations, and is allowed to be invested in network lending transaction and free from any financial crimes, such as money laundering etc. 4. Party B shall declare the risks in network lending transactions to Party A; Party A has clearly understood and agrees to accept the transaction risks. 5. Party A has clearly understood that Party C is liable for the clients depository service only; Party C will not intervene Party B’s business activities, review the subject and client, provide guarantee for the lending and borrowing, be liable for any losses caused to client due to lending nor make collection of payment or direct deduction. 6. Party A agrees to comply with relevant laws, regulations, and Party B’s transaction rules. 7. Party A agrees Party C is responsible for accounting process according to the electronic instruction and information sent by Party B’s platform and system. 8. Party A agrees Party B and Party C may suspend or terminate this business as agreed by the both parties. 9. Party A has carefully read and fully understood all provisions herein, especially the provisions on the responsibilities of Party B and Party C, and agrees upon all of the provisions. Party A fully understands the results of all operations through Party B’s internet platform; any risks in funds and operation arising thereof shall be Party A’s responsibilities; Party A shall select the investment targets with due diligence.
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Party A’s Representations. 4.1 Party A warrants that it has full power and authority to sell and transfer the shares of the target company to party B and that there are no undisclosed guarantees, pledges or other legal disputes in the transferred shares. 4.2 The transfer of the shares of the target company has been approved by the target company and Party A’s organizational authorization.
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Party A’s Representations. Party A hereby represents and warrants: 2.1.1 Without Party B’s prior written consent, Party A’s Articles of Association shall not be supplemented, changed or renewed in any way, Party A’s registered capital of shall not be increased or decreased, and the structure of the registered capital shall not be changed in any form; 2.1.2 To maintain the corporate existence of Party A and to prudently and effectively operate the business according with customary fiduciary standards applicable to managers with respect to corporations and their shareholders; 2.1.3 Without Party B’s prior written consent, upon the execution of this Agreement, to not sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income, or encumber or approve any encumbrance or imposition of any security interest on Party A’s assets; 2.1.4 Without Party B’s prior written consent, to not issue or provide any guarantee or permit the existence of any debt, other than (i) such debt that may arise from Party A’s normal or daily business (excepting a loan); and (ii) such debt which has been disclosed to Party B before this Agreement; 2.1.5 To operate and conduct all business operations in the ordinary course of business, without damaging Party A’s business or the value of its assets; 2.1.6 Without Party B’s prior written consent, to not enter into any material agreements, other than agreements entered into in the ordinary course of business (for purpose of this paragraph, if any agreement for an amount in excess of One Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material agreement); 2.1.7 Without Party B’s prior written consent, to not provide loan or credit to any other party or organization; 2.1.8 To provide to Party B all relevant documents relating to its business operations and finance at the request of Party B; 2.1.9 To purchase and maintain general business insurance of the type and amount comparable to those held by companies in the same industry, with similar business operations and assets as Party A, from an insurance company approved by Party B; 2.1.10 Without Party B’s prior written consent, to not enter into any merger, cooperation, acquisition or investment; 2.1.11 To notify Party B of the occurrence or the potential occurrence of litigation, arbitration or administrative procedure relating to Party A’s assets, business operations and/or income; 2.1.12 In order to guarantee the ownership of Party A’s assets, to ...
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Party A’s Representations warranties and undertakings 1) It has full and independent legal status and legal capacity, has the right to sign the Agreement, and can act as a litigant party independently; 2) It is a registered shareholder of the Target Company when the Agreement takes effect. Save for the pledge disclosed by the Target Company, no other actual or potential pledge, seizure, freezing and other right restrictions that would result in restrictions on Party B's ability to exercise its entrusted rights are created for the Entrusted Shares; neither was there any actual or potential controversy or dispute, during the validity period of the agreement; 3) Party A shall not exercise voting rights on the Entrusted Shares during the validity period of the Agreement. Party B may exercise its full and complete entrusted rights in accordance with the Agreement and the then effective articles of association of the Target Company; 4) Party A did not entrust a third party other than the interested party of the Agreement for the Entrusted Shares to exercise the entrusted rights stipulated in the Agreement. During the validity period of the Agreement, Party A shall not entrust a third party to exercise the entrusted rights without the prior written consent of Party B. 5) During the validity period of the Agreement, Party A shall not transfer or pledge the Entrusted Shares without the prior written consent of Party B, except for the share pledges that has existed when the Agreement becomes effective. 6) Unless otherwise agreed by the parties, Party A shall ensure that its legal successor (legal successor refers to a natural person, legal person or other organization that receives the Underlying Shares through purchase and sale, barter, inheritance, accepting gifts or any other legal form) unconditionally assumes the rights and obligations under the Agreement pertaining to the ancestor when succeeding to the Entrusted Shares, accepts the same voting rights entrustment arrangement as stipulated in the Agreement, and signs a voting rights entrustment agreement to the satisfaction of Party B at the request of Party B; 7) Party A shall work with Party B interactively to support the listed company in the convoking and convening of the extraordinary general meeting and meetings of the board of directors and the supervisory committee, and in the reorganization of the board of directors and the supervisory committee after the Agreement takes effects and following the completion date (inclusive) of ...
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Related to Party A’s Representations

  • Client Representations CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

  • Client’s Representations and Warranties Client hereby represents and warrants to Adviser that: (i) Client has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Client and is the legal, valid and binding agreement of Client, enforceable against Client in accordance with its terms; (iii) Client’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Client or any obligations by which Client is bound, whether arising by contract, operation of law or otherwise; (iv) Client will deliver to Adviser evidence of Client’s authority in compliance with such governing documents upon Adviser’s request; and (v) the Client is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Applicants' Representations Each of the Funds is registered under the 1940 Act as an open-end management investment company and was organized as a Massachusetts business trust. The Templeton Trust currently consists of eight separate series, and the VIP Trust consists of twenty-five separate series. Each Fund's Declaration of Trust permits the Trustees to create additional series of shares at any time. The Funds currently serve as the underlying investment medium for variable annuity contracts and variable life insurance policies issued by various insurance companies. The Funds have entered into investment management agreements with certain investment managers ("Investment Managers") directly or indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned company engaged in the financial services industry through its subsidiaries.

  • Performance of Obligations; Representations and Warranties The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Effective Time, each of the representations and warranties of the Company contained in this Agreement that is qualified by materiality shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and each of the representations and warranties that is not so qualified shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

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