Common use of Promises and guarantees Clause in Contracts

Promises and guarantees. 2.1 Party A guarantees full ownership of the shares with effective disposition and assurance that the shares have no encumbrances and are immune from third party recovery, or else Party A shall be responsible for all economic losses incurred by Party B there from. In addition, Party A shall provide compensation for any and all direct or indirect losses or damages to Party B as a result of any action by Party A or Party C that leads to a third party bringing legal action or administrative penalties against Party C before change of share registration is complete. 2.2 Party A promises that the industrial and commercial registration modification1 tasks for the share transfer of this agreement shall be completed before September 7, 2006. 1 This translation of is attested to at xxxx://xxx.xxxxxxx.xxx/cases/corp/HKgreenvalley-sharedisputes.htm 2.3 Party B promises to pay the share transfer costs in the manner agreed upon in this agreement. 2.4 Party A must make every effort to cooperate with Party B in the completion of a legally prudent investigation of Party C and must employ the services of an internationally recognized accounting firm to perform the audit of Party C. 2.5 If the legally prudent investigation or audit specified in article 2.4 of this agreement discovers any substantive deficiencies in the business or financial activities of Party C, or if Parties A and B cannot come to an agreement on the final cost as stipulated in article 1.2 of this agreement, then the share transfer of this agreement shall be null and void. Party B must then immediately cooperate with Party A to modify industrial and commercial registration to reinstate Party A’s status as a shareholder, Party A must simultaneously and immediately return to Party B any provisional costs that have been paid, the sole exception being if any party is unable to enter into good faith negotiations as stipulated article 1.2 of this agreement.

Promises and guarantees. 2.1 Party A guarantees full ownership of the shares with effective disposition and assurance that the shares have no encumbrances and are immune from third party recovery, or else Party A shall be responsible for all economic losses incurred by Party B there from. In addition, Party A shall provide compensation for any and all direct or indirect losses or damages to Party B as a result of any action by Party A or Party C that leads to a third party bringing legal action or administrative penalties against Party C before the change of share registration is complete. 2.2 Party A promises that the industrial and commercial registration modification1 tasks for the share transfer of this agreement shall be completed before September 7, 2006. 1 This translation of is attested to at xxxx://xxx.xxxxxxx.xxx/cases/corp/HKgreenvalley-sharedisputes.htm 2.3 Party B promises to pay the share transfer costs in the manner agreed upon in this agreement. 2.4 Party A must make every effort to cooperate with Party B in the completion of a legally prudent investigation of Party C and must employ the services of an internationally recognized accounting firm to perform the audit of Party C. 2.5 If the legally prudent investigation or audit specified in article 2.4 of this agreement discovers any substantive deficiencies in the business or financial activities of Party C, or if Parties A and B cannot come to an agreement on the final cost as stipulated in article 1.2 of this agreement, then the share transfer of this agreement shall be null and void. Party B must then immediately cooperate with Party A to modify industrial and commercial registration to reinstate Party A’s status as a shareholder, Party A must simultaneously and immediately return to Party B any provisional costs that have been paid, the sole exception being if any party is unable to enter into good faith negotiations as stipulated article 1.2 of this agreement.