Presentations and Warranties. The Borrower shall make the following representations and warranties to the Lender when signed this contact and remained in force during the effective period.
1. The Borrower is a separate legal entity, with all the necessary legal capacity, shall carry its own name independently of the contractual obligations and civil liability with its own name independently.
2. The Borrower has the right to sign this contract and have completed the signing of the contract and fulfill its obligations under this contract and gain all authorization and approval which are requested by the shareholders, board of directors or other authorized agencies. The provisions of this contract are the Borrower's real intentions and it’s has the legal binding for Borrower.
3. The execution and performance of this contract does not violate the laws which the Borrower shall comply with [the law under this contract includes laws, regulations, rules, local laws and regulations, judicial interpretations, the same below], the relevant documents of authorities, judgments, rulings, nor violate the constitution of the Borrower or signed any contracts, agreements or commitments inconsistent with any other obligations.
4. The Borrower shall ensure that all of its financial statements issued (if any) comply with the laws of PRC (The purpose of this contract, not includes Hong Kong, Macao and Taiwan law), it provides a true, complete and fair reflection for the financial position of Borrower: in the process of signing and performance of this contract, the Borrower shall ensure the all information, documents and etc are authentic, effective, accurate and complete without any cover and omissions including its own and the guarantor.
5. The Borrower shall abide the principles of honesty and trustworthiness to Lender to sign this contract, shall ensure the all information, documents and etc are authentic, effective, accurate and complete without any cover and omissions including its own and the guarantor.
6. The Borrower shall ensure the effective completion of this contract and perform the necessary legal filing, registration or other formalities, and pay related taxes and fees.
7. Since the most recent audited financial statements issued, the status of the Borrower's business and financial condition are no material adverse change.
8. The business activities are in strict compliance with the law, in strict accordance with the provisions of Borrower's business licenses or legally authorized to carry out...
Presentations and Warranties. Section 2.01 In connection with the purchase of the Securities, the Subscriber acknowledges, warrants and represents to the Company as follows:
(a) He is acquiring the Securities for investment for his own account and without the intention of participating, directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any portion thereof.
(b) He has knowledge and experience in financial and business matters and has consulted with his own professional representatives as he has considered appropriate to assist in evaluating the merits and risks of this investment. He has reviewed the Company's Registration Statement on Form S-1 dated June 29, 1998 and the Company's Quarterly Reports on Form 10Q for the quarter ended June 30 and September 30, 1998, respectively. He has had access to and an opportunity to question the officers of the Company, or persons acting on their behalf, with respect to material information about
Presentations and Warranties. 16.1 The Client hereby represents and warrants to Wintone on a continuing basis that:
16.1.1 (in case of a corporation) it is validly incorporated and existing under the laws of its country of incorporation and has full power and capacity to enter into and perform its obligations hereunder; its entry into this Agreement has been duly authorized by its governing body and is in accordance with the Memorandum and Articles of Association or by-laws as the case may be of the Client;
16.1.2 neither the signing, delivery or performance of this Agreement nor any instructions given hereunder will contravene or constitute a default under any existing applicable law, statute, ordinance, rule or regulation or judgment or cause to be exceeded any limit by which the Client or any of the Client’s assets is bound;
16.1.3 save as otherwise disclosed to Wintone in writing, all transactions to be effected under this Agreement are for the benefit of the Client and no other party has any interest therein; and
16.1.4 subject to any security interest of any of Wintone and its Affiliates created pursuant to any agreement between the Client and Wintone and its Affiliates, all securities provided by the Client for selling or crediting into the Account(s) are fully paid with valid and good title and whose legal and beneficial titles are owned by the Client;
16.2 If the Client effects transactions for the account of clients, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching transactions as principal with any clients of the Client, the Client hereby agrees that, in relation to a transaction where Wintone has received an enquiry from the Exchange and/or the SFC (“Hong Kong Regulators”), the following provisions shall apply:
16.2.1 Subject to as provided below, the Client shall, immediately upon request by Wintone (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the client for whose account the transaction was effected and (so far as known to the Client) of the person with the ultimate beneficial interest in the transaction. The Client shall also inform the Hong Kong Regulators of the identity, address, occupation and contact details of any third party (if different from the Client/the ultimate beneficiary) who originated the transaction.
16.2.2 If the Client effected the transaction for a collective inv...
Presentations and Warranties. Section 2.01 In connection with the purchase of the Securities, the Subscriber acknowledges, warrants and represents to the Company as follows:
(a) He is acquiring the Securities for investment for his own account and without the intention of participating, directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any portion thereof.
(b) He has knowledge and experience in financial and business matters and has consulted with his own professional representatives as he has considered appropriate to assist in evaluating the merits and risks of this investment. He has reviewed the Company's Registration Statement on Form S-1 dated June 29, 1998 and the Company's Quarterly Reports on Form 10Q for the quarter ended June 30 and September 30, 1998, respectively. He has had access to and an opportunity to question the officers of the Company, or persons acting on their behalf, with respect to material information about the Company and, in connection with his evaluation of this investment, has, to the best of his knowledge, received all information and data with respect to the Company that he has requested. He is acquiring the Securities based solely upon his independent examination and judgment as to the prospects of the Company.
(c) The Securities were not offered to the Subscriber by means of publicly disseminated advertisements or sales literature.
(d) Subject to the provisions of Section 3.01, he acknowledges that an investment in the Securities is speculative and he may have to continue to bear the economic risk of the investment in the Securities for an indefinite period. He acknowledges that the Securities are being sold to the undersigned without registration under any state, or federal or PRC law requiring the registration of securities for sale, and accordingly will constitute "restricted securities" as defined in Rule 144 of the U.S. Securities and Exchange Commission. The transferability of the Securities is therefore restricted by applicable United States Federal and state securities laws and may be restricted under the laws of other jurisdictions.
(e) The Subscriber is an "accredited investor" as such term is defined in Appendix A.
(f) In consideration of the acceptance of this subscription, the Subscriber agrees that the Securities will not be offered for sale, sold or transferred by the undersigned other than pursuant to (i) an effective registration under the Securities Act...
Presentations and Warranties. 2.1. The Consultant declares that –
2.1.1. It has the knowledge, skills, training, qualifications and experience required to supply the Services in accordance to this Agreement.
2.1.2. It is under no obligation, contractual or other, which creates a conflict of interests with other obligations under this Agreement.
2.2. The Consultant undertakes not to enter any contractual relation during the term of this Agreement which might create a conflict of interests with the Consultant's obligations hereunder or with the interests of the Company.
2.3. The Consultant acknowledges that it is aware that the Company is a reporting company under the 1934 Exchange Act and that it may be required to disclose the terms of this Agreement and to file this Agreement with the United States Securities and Exchange Commission.
Presentations and Warranties. 2.1. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state securities and insurance laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under New York insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act. The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states only if and to the extent deemed advisable by the Company.
2.2. The Fund represents and warrants that Fund shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with applicable state and federal securities laws and that the Fund is and shall remain registered under the 0000 Xxx. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund or the Underwriter.
2.3. The Fund may make payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act. Prior to financing distribution expenses pursuant to Rule 12b-1, the Fund will have the Board, a majority of whom are not interested persons of the Fund, formulate and approve a plan pursuant to Rule 12b...
Presentations and Warranties. 7.1 甲方在此不可撤销的陈述并保证
7.1 Party A’ s irrevocable presentations and warranties: ① 甲方自愿转让其所拥有的闪荣有限公司全部股权及全部资产。 ① Party A transfer his all shares and assets of SHIMMER SUN LIMITED voluntarily. ② 甲方就此项交易，向乙方所作的一切陈述、说明或保证、承诺及向乙方出示、移交的全部资料均真实、合法、有效，无任何虚构、伪造、隐瞒、遗漏等不实之处。 ② Party A’s presentations, interpretations, warranties and promises basing on this agreement and documents displayed are all true, legal and effective. ③ 甲方在其所拥有的该股权及全部资产上没有设立任何形式的担保，亦不存在任何形式的法律瑕疵，并保证乙方在受让该股权及全部资产后不会遇到任何形式的权利障碍或面临类似性质障碍威胁。 ③ Party A ensure that such shares and assets have not any form of guarantee, also xxx’t exist any form of legal defects, and party B won’t encounter any form of rights obstacles or similar properties threat after the transfer. ④ 甲方保证其就该股权及全部资产的背景及闪荣有限公司的实际现状已作了全面的真实的披露，没有隐瞒任何对乙方行使股权将产生实质不利影响或潜在不利影响的任何内容。 ④ Party A ensure that the disclosure about the context of such shares and assets and the actual situation of SHIMMER SUN LIMITED is substantially real, and xxx’t hide any content resulting in adverse effects or potential adverse effects for party B. ⑤ 甲方拥有该股权及资产的全部合法权力订立本协议并履行本协议，甲方签署并履行本协议项下的权利和义务并没有违反闪荣有限公司章程的规定，并不存在任何法律上的障碍或限制。 ⑤ Party A has all rights, powers and authorities to enter into and perform all duties and responsibilities under this agreement, and the process xxx’t violate any regulations of corporate prospectus. ⑥ 甲方签署协议的代表已通过所有必要的程序被授权签署本协议。 ⑥ The representation of party A is entitled to sign this agreement by necessary legal procedure. ⑦ 本协议生效后，将构成对甲方各股东合法、有效、有约束力的文件。 ⑦ It is a legal, valid and binding document for all shareholders of party A after the execution of this agreement.
7.2 乙方在此不可撤销的陈述并保证：
7.2 Party B’ s irrevocable presentations and warranties: ① 乙方自愿受让甲方转让的全部股权及全部资产。 ① Party B accept such shares and assets voluntarily. ② 乙方拥有全部权力订立本协议并履行本协议项下的权利和义务并没有违反乙方公司章程的规定，并不存在任何法律上的障碍或限制。 ② Party B has full rights to conduct the matters and perform all duties and responsibilities, and the process xxx’t violate any regulations of corporate prospectus. ③ 乙方保证受让该股权及全部资产的意思表示真实，并有足够的条件及能力履行本协议。 ③ Party B ensure that accepting such shares and assets is true reflection, and has secured all approvals in respect of execution and performance of this agreement.
Presentations and Warranties. Section 2.01 In connection with the purchase of the Securities the Subscriber acknowledges, warrants and represents to the Company as follows:
(a) The is acquiring the Securities for investment for his own account and without the intention of participating, directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any portion thereof.
(b) He has knowledge and experience in financial ,and business matters and has consulted with his own professional representatives as he has considered appropriate to assist in evaluating the merits and risks of this investment. He has reviewed the Company's Registration Statement on Form S-I dated June 29. 1998 and the Company's Quarterly Reports on Form 10 Q for the quarter ended June 30 and September 30.
Presentations and Warranties. Each party hereto represents and warrants to the other parties as follows:
(a) Such party has all requisite right, power and authority and full legal capacity to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such party. This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general applications affecting enforcement of creditors' rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Neither the execution and delivery by such party of this Agreement, nor the consummation or performance by such party of the transactions, contemplated hereby to be consummated or performed by it, will, directly or indirectly (with or without notice or lapse of time), (i) violate any provision of such party's charter, bylaws or other constituent instruments, (ii) constitute or result in a breach or default by such party, or give rise to a right of termination on the part of any other party, or result in the creation or imposition of any lien, claim or encumbrance on such party's assets, under any agreement or instrument to which such party is a party or by which it is bound or (iii) constitute a violation by such party of any law, rule, regulation, order, judgment or decree applicable to it.
(c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority on the part of such party is required in connection with the consummation or performance by such party of the transactions contemplated hereby to be consummated or performed by it, except for such consents, approvals, authorizations or orders which have been obtained or made and are in full force and effect of the date hereof.
Presentations and Warranties. Section 2.01 In connection with the purchase of the Securities, the Subscriber acknowledges, warrants and represents to the Company as follows:
(a) He is acquiring the Securities for investment for his own account and without the intention of participating, directly or indirectly, in a distribution of the Securities, and not with a view to resale or any distribution of the Securities, or any portion thereof.
(b) He has knowledge and experience in financial and business matters and has consulted with his own professional representatives as he has considered appropriate to assist in evaluating the merits and risks of this investment. He has reviewed the Company's Registration Statement on Form 10SB12G dated May 12, 1999, Form 10SB12G/A dated June 1, 1999, the Company's Current Reports on Form 8K dated September 11, 2000 and on Form 8K/A on November 9, 2000, the Company's Annual Report on Form 10KSB for the year ended December 31, 1999, the Company's Quarterly Reports on Form 10QSB for the quarter ended June 30, 1999, September 30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and September 30, 2000. He has had access to and an opportunity to question the officers of the Company, or persons acting on their behalf, with respect to material information about the Company and, in connection with his evaluation of this investment, has, to the best of his knowledge, received all information and data with respect to the Company that he has requested. He is acquiring the Securities based solely upon his independent examination and judgment as to the prospects of the Company.
(c) The Securities were not offered to the Subscriber by means of publicly disseminated advertisements or sales literature.
(d) Subject to the provisions of Section 3.01, he acknowledges that an investment in the Securities is speculative and he may have to continue to bear the economic risk of the investment in the Securities for an indefinite period. He acknowledges that the Securities are being sold to the undersigned without registration under any state, or federal or Hong Kong law requiring the registration of securities for sale, and accordingly will constitute "restricted securities" as defined in Rule 144 of the U.S. Securities and Exchange Commission. The transferability of the Securities is therefore restricted by applicable United States Federal and state securities laws and may be restricted under the laws of other jurisdictions.
(e) The Subscriber is an "accredited investor"...
