Party A’s Warranties Clause Samples
Party A’s Warranties. 1. The equity transferred by Party A hereunder is true, legal, and valid. Party A has not withdrawn its subscribed registered capital or made any false contributions.
2. Party A guarantees that: Party A has the complete ownership and disposal right over the equity to be transferred to Party B; the equity to be transferred has not been mortgaged or pledged; the equity to be transferred has not been sealed up and is free from third-party claims; the equity to be transferred is free of any encumbrances; no third party has claimed the right of recourse against the equity to be transferred.
3. If Party A violates any of the warranties in this article, it shall bear all economic and legal liability arising therefrom, Party B has the right to unconditionally terminate the Agreement, require Party A to return the relevant equity transfer price, and compensate Party B for the interest on deposits in the same period, and Party B may claim full compensation from Party A for other losses, if any.
Party A’s Warranties. 甲方擔保條款
1. Party A will endeavor to assist Party B in the manufacture of the Product. 甲方會盡力協助乙方製造本產品。
2. Party A represents and warrants that, when this Agreement comes into effect, Party A’s Patent and Know-How or Party A’s Technical Data provided for the performance of this Agreement are in compliance with the laws and regulations in force at the time of signing this Agreement, and that Party A has not received any statement from any third party claiming that Party A’s Patent and Know-How or Party A’s Technical Data infringe on its intellectual property rights. Party A warrants that Party A’s Patent, Know-How and Technical Data are independently developed by Party A. 甲方聲明與保證本契約生效時，為履行本契約所提供之甲方專利與專門技術或甲方技術資料均符合簽約時之法令，且甲方未曾收到任何第三方主張甲方專利與專門技術或甲方技術資料侵害其智慧財產權之聲明。甲方保證提供之本產品專利與專門技術，以及專門技術資料，均係甲方獨立自主開發。
Party A’s Warranties. 1. Within the term of this agreement, any product sold by Party A anywhere inside or outside PRC which will compete with Party B (“Product in Competition”) must be purchased from Party B. Party A shall not purchase from any other third parties.
2. Besides purchasing Products in Competition from Party B and selling them, Party A shall not engage in any Business in Competition.
3. When Party A sells Products in Competition, it should do so in its own name, sign the sales agreements with its clients for its own interests, and independently undertakes the obligations and duties under such sales agreement. Without written authorization from Party B, Party A should not conduct the business in the name of an agent or franchise of Party B or Party B’s related company or subsidiary.
4. Party A should not sign any agreement, or make any promise, declaration, warranties and representations on behalf of Party B.
Party A’s Warranties. Party A warrants that its stated total shares outstanding is true. Party A warrants that all new shares are issued under the rules and regulations of the US Securities and Exchange Commission and the NASD. Party A warrants that it is a legal entity under US law. Party A warrants to clear up all existing Liabilities and Payables. Party A warrants to pay all transfer agent fees related to this transaction. Party A warrants to provide its latest financial statements and Company Articles and Bylaws.
Party A’s Warranties. In the event that Party A successfully merges or acquires one of the Potential Targets (“Acquired Company”) introduced or referred to by Party B, Party A agrees and guarantees to pay to Party B a 3% commission of the total consideration (“Consideration”) involved in the Transaction to the account designated by Party B. The said Consideration shall mean the consideration for the Transaction involving the initial M&A with the Acquired Company and does not included further M&A or subsequent investment. If the subsequent fund raising or investments are arranged by Party B, then Party B is entitled to 3% commission of the gross amounts of subsequent financing. If the Consideration involved in the transactions is paid in non-cash forms (e.g. shares), Party A could choose to pay the commission fee in the same non-cash forms; if the consideration involved in the transactions is paid in cash form, Party A should pay the commission fee in cash form.