Representation and Guarantee. 1. The mortgager makes following representations and guarantee to the mortgagee:
(1) The mortgager is an independent legal body that is of essential right abilities and can fulfill duties under the contract with its own name and bear civil responsibilities independently.
(2) The mortgager has right to sign the contract and has finished all the authority and approval for entering into the contract and fulfilling its duties under the contract. All the clauses are the expressions of true intention and interest, which restrict the mortgager legally.
(3) The mortgager promises to observe laws and principles. The signing and carrying out of the contract should not violate the laws (laws here refers to laws and regulations, rules, local laws and regulations, judicial interpretation), regulations, documents from administrative civil rights administration, judgment, adjudication. At the same time, it should not violate any contract singed by or any responsibilities shouldered by the mortgager.
Representation and Guarantee. The transferred equity is legally owned by Party A and Party A further guarantees, as of the date of execution of this Agreement, the Transferred Equity is free from and clear of any pledge, encumbrance or freeze due to judicial judgment or administrative adjudication. Otherwise, all responsibilities arising therefrom shall be borne by Party A. Party B will be entitled to all original rights and obligations of Hangzhou Forasen Technology Co., Ltd. after share transfer. Party B guarantees to perform its obligations and responsibilities in accordance with the articles of association.
Representation and Guarantee. Party A makes the following representation and guarantee, which remains effective during effective period of this Agreement.
5.1 Party A has full rights on it total assets with complete civil capacity and undertakes independent civil liability.
5.2 Party A has authorized a representative to sign this Agreement, the articles of which are all a real declaration of will of Party A and have binding force on Party B.
5.3 Signature and execution of this Agreement by the borrower shall not go against laws, regulations, rules, adjudications or commands that shall be observed by the borrower, not conflict with the borrower’s chapters, or any contract, agreement or any other obligations by the borrower.
5.4 Party A guarantees that all documents and materials involved with this Agreement and collateral are true, effective, complete and correct without any concealed information.
5.5 Party A hereby warrants that Party A is entitled to the absolute and legal ownership of property or right of disposal in respect of the collateral. The said collateral is free and clear of any and all mortgages (Unless this Agreement otherwise provides), leases (Unless prior written explanation is delivered to Party B and authorized by Party B), trust or co-ownership on the date of this Agreement. Party A further represents that there are no title disputes, restrictions imposed by law or other right encumbrances existing or pending.
Representation and Guarantee. Party A represents and guarantees to Party B that: Party A is a company legally established and existing in force; The operation and cooperation scope of Party A complies with relevant laws and regulations and the operation qualification stipulated by the state. Party B represents and guarantees to Party A that: Party B is a company legally established and existing in force; The operation and cooperation scope of Party B complies with relevant laws and regulations and the operation qualification stipulated by the state.
Representation and Guarantee. The borrower makes the following representation and guarantee at the time of signature, which shall remain effective during effective period of this Agreement.
4.1 The borrower is a corporate (not-for-profit) ; legal person registered and established according to Chinese laws, which has full rights to its total assets, and has complete civil capacity to be held responsible for independent civil liability.
4.2 The borrower has authorized a representative to sign this Agreement, the articles of which are all real declarations of the will of the borrower and have binding force on the lender.
4.3 Execution and performance of this Agreement by the borrower shall not go against laws, regulations, rules, adjudications or commands that shall be observed by the borrower and not in conflict with the borrower’s Articles of Associations, or any contract and agreement signed by the borrower or any other obligations undertaken by the borrower.
4.4 The borrower guarantees that all its issued financial reports are in compliance with relevant laws and regulations of China, which give true and fair expression of the borrower’s financial status; and that all documents and materials involved with this Agreement are true, effective, complete and correct without any concealed information.
4.5 The borrower doesn’t conceal any impacts or court cases, arbitration cases, administrative procedures, attachment actions, compulsory executive procedures that may impact its signature or execution of this Agreement or result in important adverse effect on its business or financial status or any other important adverse events.
Representation and Guarantee. 4.1 Party B's Representation and Guarantee
4.1.1 Party B is a company that effectively exists in accordance to Chinese law and has absolute rights and has obtained all the authorization to sign and perform the Agreement.
4.1.2 Party B has full, independent and legal disposition of its shares in the Target Company before the entry into force of the Agreement, and its shares in the Target Company does not have any legal defects or restrictions before the entry into force of the Agreement.
4.1.3 Party B has obtained the following approval and consent before signing the Agreement:
4.1.3.1 The highest authority of the Target Company has approved the share transfer as stipulated in the Agreement. Party B has obtained the decision of the shareholder, and there is no other third party to has the preemptive right to these shares.
4.1.4 Any written documents or materials submitted by the Party B under the Agreement are true, complete, legal and valid and not misleading.
4.1.5 There are no facts that are known to the transferor but have not been disclosed to the transferee and are not conducive to the transfer of shares under the Agreement.
4.1.6 The Target Company shall obtain a new Mining License for the Basalt Mine in Fxxxxxxxxxxx Xxxxxxx , Xxxxxxxxx Xxxx, Xxxxxx Xxxx before December 31,2019, and the mining type shall remain unchanged. The production scale and mining area shall not be lower than the original Mining License. In the case of the record, the mining period of the new certificate is not less than 3 years. If the Target company fails to obtain the new Mining License as scheduled, Party A has the right to terminate the Agreement.
4.1.7 After Party A transfers the shares of the Target Company, Party B guarantees that the value of the Target Company shall not be less than the existing value of RMB 257.354 billion yuan (based on the appraisal value at the time of signing the Agreement).The Target Company shall provided annual financial statements audited by an accounting firm recognized by Party A.If the target company's value is impaired according to the financial statements, Party B undertakes to provide compensation for the difference between the actual investment amount of Party A and the present value of 18% of the target company (the compensation method includes but is not limited to cash, the equity or other equivalent assets of Jingning Meizhong Mining Industry Co., Ltd. held by Party B or other equivalent assets, which shall be selected by Party A).
Representation and Guarantee. Party represents and guarantees as follows:
Representation and Guarantee. 5.1 Party represents and guarantees as follows:
(a) Party A is a company incorporated and validly existing pursuant to the Chinese laws;
(b) By executing and performing this Agreement, Party A does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this Agreement; and
(c) Party A is entitled to the ownership of the assets listed in Attachment I hereto and has not placed mortgage or any third party's interests against such ownership, nor does it impose any obstacle to Party B for the obtainment of the title of such assets.
5.2 Party B represents and guarantees as follows:
(a) Party A is a company incorporated and validly existing pursuant to the Chinese laws; and
(b) By executing and performing this Agreement, Party B does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this Agreement.
Representation and Guarantee. 1. The mortgager makes following representations and guarantee to the mortgagee:
(1) The mortgager is an independent legal body that is of essential right abilities and can fulfill duties under the contract with its own name and bear civil responsibilities independently.
(2) The mortgager has right to sign the contract and has finished all the authority and approval for entering into the contract and fulfilling its duties under the contract. All the clauses are the expressions of true intention and interest , which the mortgager legally.
(3) The mortgager promises to observe laws and principles. The signing and fulfillment of the contract will not be against the laws that the mortgager should follow(the laws in the contract refer to laws, regulations, rule , local regulation and judicial interpretation, regulations, related documents of authority department , judgment and adjudication ; the signing and fulfillment of the contract should not conflict with any contract, agreement and that the mortgager has signed or other duties the mortgager should bear.
(4) The mortgager promises that all the financial statements he has offered are in accordance with laws of People’s Republic of China and the statements reflect the financial status of the mortgager truly, completely and fairly; what’s more, all the materials and document information that the mortgager supplies during the process of signing and fulfilling the contract is true, effective, accurate without any disguise. SPD BANK Mortgage contract of movables—special for single transaction
(5) The mortgager guarantees to complete the record, registration and other procedures necessary for fulfilling of the contract and pay related tax and expenses.
(6) Since the issue of the lasted audited financial statement , there is no disadvantage change for the operation condition and financial status of the mortgager.
(7) The mortgager has enclosed the truth and status what he know or he should know which are significant to mortgagee’s deciding whether allow financing under the main contract.
(8) The mortgager confirms that there is no delinquency or will not turn up any delinquency including but not limit to employee’s salaries, medical care, injury subsidiary, gratuity and other compensation fund these conditions.
(9) The mortgager guarantees there is no condition or case that brings or may bring great disadvantage effect to fulfillment ability of the mortgager.
2. The mortgager further promises as follows:
(1) Since ...
