Representation, Warranties and Undertakings. 17.1 The Client represents that he is of required legal age and mentally fit to enter into this Agreement. If the Client is a corporate client, it has obtained all necessary consents from shareholders and directors and has taken all necessary actions to enable the Client to enter into this Agreement and perform its obligations under this Agreement.
17.2 Save as disclosed in the Account Opening Form, the Client represents and warrants to OPSL that the Client is not associated with any directors, employees or licensed representatives of OPSL or its associated companies and agrees that if the Client is or becomes associated with any of such directors, employees or licensed representatives, the Client shall promptly notify OPSL of the existence and nature of such association and acknowledge that OPSL may, upon receipt of such notice, at OPSL’s discretion, choose to terminate the Account. If the Client is a corporate client, the expression “Client” in this Clause 17.2 and Clause 17.3 below shall include any of the Client’s directors, shareholders or Authorized Persons.
17.3 The Client represents that, unless the Client has previously disclosed in writing to OPSL, the Client is not a director or employee of any exchange, clearing house or any licensed or registered person under the SFO.
17.4 This Agreement and its performance and the obligations contained in this Agreement do not and will not contravene any applicable law and regulations, any provisions of the Client’s memorandum and articles of association or by-laws (where applicable), or constitute a breach of default under any agreement or arrangement by which the Client is so bound.
17.5 The Client will not charge, pledge or allow to subsist any charge or pledge over the Client’s Securities or monies in the Account or grant or purport to grant an option over any Securities or monies in the Account without the prior written consent of OPSL.
17.6 All representations and warranties appeared in this Agreement shall be deemed to be repeated immediately before each Transaction or dealing is carried out for or any service is provided to the Client or on the Client’s behalf. 客戶協議書 | 2017/2.0_APRIL 2017
Representation, Warranties and Undertakings. 7.1. For the purpose of this Contract, Party A makes the following unconditional and irrevocable representations and warranties to Party B:
(1) Party A is an enterprise established and existing pursuant to the laws of the PRC and is an independent corporate legal person;
(2) Party A has the power and legal capacity to execute and perform this Contract and all other documents related to the Contract where Party A is a party;
(3) Party A has taken all measures and obtained all authorizations to execute this Contract and all other related documents where Party A is a party;
(4) Party A has obtained all approvals, consents, authorizations and permissions from relevant governmental authorities to execute this Contract, Articles of Association and Appendices; and
(5) Party A is the lawful owner of and has full and valid title to the contribution made by Party A to the JVC, free and clear of any securities, mortgages, pledges, lien and/or other encumbrance/debt and/or third party rights or claims.
7.2. For the purpose of this Contract, Party B makes the following unconditional and irrevocable representations and warranties to Party A:
(1) Party B is a limited liability company established and existing pursuant to the laws of its place of registration and is an independent corporate legal person;
(2) Party B has the power and legal capacity to execute and perform this Contract and all other documents related to the Contract where Party B is a party;
(3) Party B has taken all measures and obtained all authorizations to execute this Contract and all other related documents where Party B is a party;
(4) Party B has obtained all approvals, consents, authorizations and permissions to execute this Contract, Articles of Association and Appendices; and
(5) Party B is the lawful owner of and has full and valid title to the contribution made by Party B to the JVC, free and clear of any securities, mortgages, pledges, lien and/or other encumbrance/debt and/or third party rights or claims..
7.3. Upon negotiations, Party A or Party B agrees to make the following unconditional and irrevocable representations, warranties and undertakings:
(1) the assets and liabilities as of the date hereof which have been confirmed in writing by Party B will be transferred to the JVC by Party A. Any asset or liability that is not confirmed by Party B shall be owned or assumed by Party A, and Party A warrants it will be responsible for any issues arising therefrom, and guarantees the JVC will no...
Representation, Warranties and Undertakings. The Client gives, for itself and on behalf of each of its underlying client, to GTJAS (and shall seek from its underlying clients) all the representations, warranties and undertakings which an applicant for Securities in a new listing and/or issue is required to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange or any other relevant regulator or person) or as required by an applicant.
Representation, Warranties and Undertakings. 3.1 Each of the Authorizing Parties has given the following representations and warranties respectively:
3.1.1 At the date of signing this Agreement and on each Completion Date, each of the Authorizing Parties shall have the power, right, authority and capacity to sign and deliver this Agreement and such Transfer Agreement to which it is a party as is entered into for each Equity transfer in accordance with this Agreement, and to perform its obligations under this Agreement and any transfer agreement. This Agreement together with the Transfer Agreement to which it is a party, when executed, shall constitute a legal, valid and binding obligation on it and shall be enforceable in accordance with its terms;
3.1.2 The execution and delivery of this Agreement or the Transfer Agreement, or the performance by each of the Authorizing Parties of the obligations under the Agreement or the Transfer Agreement will not: (i) violate any relevant laws or regulations of the PRC; (ii) contravene the articles of association or other constitutional documents of Party C; (iii) result in a breach of any agreement or document to which it is a party or binding on it or constitute a breach of any agreement or document to which it is a party or binding on it; (iv) result in the breach of any license or approval granted by the governmental authorities to it; or (v) result in termination or cancellation or imposition of additional conditions of any license or approval granted by the governmental authorities to it;
3.1.3 There is no litigation, arbitration or other judicial or administrative proceedings pending or threatened which may materially affect the performance of this Agreement or any transfer agreement;
3.1.4 The Authorizing Parties hold 100% equity interest in Party C (the “Equity”) in total, in which, Xxxx Xxxxxx held 40% of the equity of Party C, Jiangsu Yunxuetang Network Technology Co., Ltd. held 60% of the Equity of Party C. Each of the Authorizing Parties has good and marketable ownership of the Equity in Party C. Save as agreed under the Control Agreements, the Equity in Party C held by the Authorizing Parties are not subject to any pledge, liability or other third-party encumbrances;
3.1.5 The Authorizing Parties have disclosed to Party A all the circumstances that may materially and adversely affect the performance of this Agreement;
3.1.6 The Stock Option granted by the Authorizing Parties to Party A is exclusive. The Authorizing Parties did not grant the same or ...
Representation, Warranties and Undertakings. (A) In consideration of the Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, the Company represents, warrants and undertakes to the Placing Agent that:
(i) the Company is duly incorporated under the laws of the Cayman Islands and validly existing under the laws of the Cayman Islands with power to conduct its business in the manner presently conducted;
(ii) all necessary consents and authorisations will have been obtained at the Completion Date to enable the Company to allot and issue the Placing Shares in accordance with the Memorandum and Articles and with all relevant laws of Hong Kong and the Cayman Islands; and the Placing Shares, will when issued be free from all liens, charges, encumbrances and third-party rights of whatsoever nature and together with all rights attaching thereto at the Completion Date and thereafter, including the right to receive all future dividends and other distributions thereafter declared, made or paid on the Shares;
(iii) subject to the fulfilment of the conditions set out in Clause 2(A), the Company has full power and authority to allot and issue the Placing Shares and does not require the consent thereto of any other party;
(iv) save as the Placing, the Company has not entered into any agreement to issue and allot new Shares or any securities of the Company that can be converted or exchanged into new Shares;
(v) the Company has power under its constitutional documents to enter into this Agreement or has capacity to enter into this Agreement and this Agreement is duly authorised and when duly executed shall constitute valid, legally binding and enforceable obligations of the Company;
(iv) the Company will provide the Placing Agent and its affiliates and sub-agents with all the material facts and information of the Group as the Placing Agent may consider necessary for the purpose of the Placing;
(v) the Company shall utilise the proceeds from the Placing as stated in the Announcement;
(vi) there shall not be material change to the business nature of the Group;
(vii) the Company accepts full responsibilities for the accuracy of all information and facts provided to the Placing Agent and its affiliates and sub-agents in relation to the Placing; warrants that no other information or facts will be withheld, the omission of which will make the information or facts provided to the Placing Agent and its affiliates and sub-agents incorrect or misleading in a material respect; and will noti...
Representation, Warranties and Undertakings. 7.1 Each of the Parties represents, warrants, and undertakes to the other as follows:
(a) it is a company duly incorporated under the laws of its country of incorporation and has full power and authority to own its assets and carry on its business;
(b) it has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement;
(c) all the necessary corporate resolutions and authorisations to enter into this Agreement and to perform all obligations have been duly obtained;
(d) by entering into this Agreement, it is not in breach or in contravention of any law or contract applicable to it;
(e) this Agreement, when executed, constitutes legal, valid and binding obligations, enforceable against it in accordance with the terms thereof; and
(f) the person signing this Agreement on behalf of it has been duly authorised to execute and deliver this Agreement.
7.2 In addition to the foregoing, GRSB hereby represents and warrants to the Company as follows:
(a) it possesses all requisite expertise, experience and qualifications to provide the Services to the Company in accordance with this Agreement;
(b) it currently has in place a competent and qualified team of experts, advisors, technical employees and all other relevant employees to provide the Services to the Company in accordance with this Agreement;
(c) it will not breach or infringe the intellectual property rights of any other persons in discharging its obligations contained in this Agreement;
(d) it is in a position to vest in the Company free from any objections, claims or demands from any other person all relevant and requisite intellectual property rights to the system and platform prescribed by Clause 4 above;
(e) it is duly licensed and authorised by the relevant authorities to provide the Services in accordance with this Agreement;
(f) in providing the Services to the Company under this Agreement, it will not breach any agreement, deed or other instruments made by GRSB with any other third parties;
(g) the provision of the Services will not violate, infringe or contravene laws of Malaysia and any other country in which the Company or any of its related or associated companies have a place of establishment or carries out business.
Representation, Warranties and Undertakings. The Client gives to USL all the representations, warranties and undertakings which an applicant for Securities in a new listing and/or issue is required by applicable laws, regulations to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange, securities exchange in other jurisdiction or any other relevant regulator or person).
Representation, Warranties and Undertakings. The Client gives to uSMART SG all the representations, warranties and undertakings which an applicant for Securities in a new listing and/or issue is required by Applicable Law to give (whether to the issuer, sponsors, underwriters or placing agents of the relevant Securities, the Exchange, securities exchange in other jurisdiction(s) or any other relevant regulator or person).
Representation, Warranties and Undertakings. 5.1 The Lender
(i) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
(ii) it has valid title to the Borrowed Shares to be lent by it under this Agreement and the legal right and power to lend, and deliver such Borrowed Shares in accordance with the terms of this Agreement;
(iii) the Borrowed Shares will be delivered by the Lender to the Company, at the Company’s direction, free and clear of any security interest, claims, liens, equities and other encumbrances; and
(iv) it will not sell any of the Borrowed Shares lent by it under this Agreement while the shares are being borrowed by the Company.
Representation, Warranties and Undertakings. You represent and warrant to and undertake this:
(a) You are familiar with Securities Act Release No. 4968, Rule 15e2-8 under the Exchange Act, Section 4 of Securities Act and Section 34(3) of the Investment Company Act relating to the distribution and delivery of preliminary and final prospectuses and will comply therewith. You will deliver thereafter to any customer whose Shares you are holding as record holder copies of the annual and interim reports and proxy solicitation materials relating to the Shares.
(b) You agree to keep an accurate record of distributions (including dates, number of copes and persons to xxxx sent) of copies of any prospectus (an any SAI) for each Series of the Fund (or any amendment or supplement) and promptly upon request by C&B, to bring all subsequent changes to such prospectus to the attention of anyone to whom such material shall have been distributed. You further agree to furnish to persons who receive a confirmation of sale of Shares of any Series of the Fund a copy of the relevant Prospectus for such Series of the Fund filed pursuant to Rule 497 under the Securities Act. You further agree to furnish a copy to the relevant SAI to anyone who request it within three business days of your receipt of the request.
(c) You will make all reasonable efforts to obtain proxies from such purchasers whose Shares you are holding as record holder. Additional copies of a Series' Prospectuses, SAI annual or interim reports, proxy solicitation materials any other printer information supplemental to such material will be supplied as reasonably requested.
(d) You are a broker/dealer registered with the Securities and Exchange Commission (the "SEC") and a member in a good standing of the National Association of Securities Dealers, Inc. (the "NASD") or, in the alternative, you are a foreign dealer or bank, not required to be registered as a broker/dealer with the SEC and not required or eligible to be a member of the NASD. If you are such a NASD member, you agree that in making sales of Shares of the one or more Classes of Shares of each Series of the Fund, you will comply with all applicable rules of the NASD, including without limitation, rules pertaining to the opening, approval, supervision and monitoring of customer accounts, the NASD's interpretation with respect to Free-riding and Withholding and Sections 2730, 2740 and 2750 of the NASD's Conduct Rules as though you were a member in good standing of the NASD and to comply with Section ...
