Promises and Warranties Sample Clauses

Promises and Warranties. 7.1 Party A shall promise and warranty that Party A is currently not and will not be in the future constrained from or limited to performing all or part of the liabilities under this Agreement by any other agreements, contracts, promises and arrangement of rights or obligations.
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Promises and Warranties. 转让方不可撤销地声明、保证及承诺如下： The Transferor shall not revoke its representations, promises and warranties as follows:
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Promises and Warranties. Party A promises that the equity interest it transferred to Party B under Article 1 of this Agreement was legally owned by it, and Party A has completed and effectual right of disposition on the equity interest. Party A also ensures that there are no mortgages, other rights of security or third-party right of recourse on the transferred equity interest.
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Promises and Warranties. 4.1 Both Parties promise to and warrant each other that: (1) the Party has the qualification and ability to enter into and perform this Contract, and the person who signs this Contract on behalf of the Party has been fully authorized to enter into this Contract on behalf of the Party; (2) The conclusion and performance of this Contract shall not violate its articles of Association and other organizational documents, laws, regulations, financial rules and other legal documents to be complied with by the Party, and it has obtained any necessary internal and external authorization, licensing and filing procedures to ensure that this Contract is legally binding on the Party and enforceable according to law.
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Promises and Warranties. 1. Party A, Party B and Party C and Party D have disclosed all agreements, contracts, confirmation letters and other binding documents of Target Company to Party E and shall guarantee the authenticity and validity of these documents.
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Promises and Warranties. Party A promises that the equity interest it transferred to Party B under Article 1 of this Agreement was legally owned by it, and Party A has completed and effectual right of disposition on the equity interest. Party A also ensures that there are no mortgages, other rights of security, situation of limitation like freeze or third-party right of recourse on the transferred equity interest. If there is any deficiency on the transferred equity interest, leading Party B to suffer damages, Party A should reimburse such damages to Party B. Party B guarantees that after the effectiveness of this Agreement, it shall assist Party A to complete the registration of transfer of equity interest with the commerce and taxation authority as soon as possible.
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Promises and Warranties. 第七条 承诺及保证
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Related to Promises and Warranties

  • Other Representations and Warranties CMSI represents and warrants to the Underwriter that:

  • No Other Representations and Warranties EACH SPAC PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, INCLUDING THE SPONSOR, HEREBY ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, (A) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY AND ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, NO GROUP COMPANY OR AFFILIATE THEREOF NOR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE GROUP COMPANIES OR ANY OTHER PERSON OR ENTITY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO ANY OF THE SPAC PARTIES, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF ANY DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE (1) OR MORE OF THE FOREGOING, AND (B) NONE OF THE SPAC PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING THE SPONSOR, RELIED ON ANY REPRESENTATION OR WARRANTY FROM OR ANY OTHER INFORMATION PROVIDED BY ANY GROUP COMPANY OR ANY AFFILIATE THEREOF, INCLUDING ANY COMPANY STOCKHOLDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN ARTICLE III, THE ANCILLARY AGREEMENTS TO WHICH THE COMPANY IS A PARTY OR ANY CERTIFICATES DELIVERED BY THE COMPANY PURSUANT TO THE TERMS HEREOF OR THEREOF, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 4.23 SHALL LIMIT ANY CLAIM OR CAUSE OF ACTION (OR RECOVERY IN CONNECTION THEREWITH) WITH RESPECT TO FRAUD (AS DEFINED HEREIN).

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

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