Representations and commitments. Party A represents as follows:
1. Party A is lawfully registered and existed and of the full capacity for private rights and the full capacity for civil acts as needed for the execution and performance of the Agreement;
2. Executing and performing the Agreement and single agreements shall be the declaration of Party A's true intention with legal and valid authorization in accordance with the articles of association or other internal management document. Execution and performance of the Agreement and single agreements will not breach any agreement, contract or other legal documents binding Party A. Party A has acquired or will acquired all relevant approvals, permissions, filings or registrations needed by the execution and performance of the Agreement;
3. All documents, financial statements, certificates and other materials provided by Party A hereunder and under any single agreement shall be true, complete, accurate and valid;
4. The background of the transaction hereunder shall be true and legal, which will not be used for illegal purposes like money laundering etc;
5. Party A did not conceal from Party B any event which may influence the financial position and performance capacity of itself and the guarantor. Party A makes the commitment as follows:
1. Party A will submit the financial statements (including but not limited to annual statements, quarterly statements and monthly statements) on a regular basis or in a timely manner as required;
2. Party A will accept and cooperate with Party A’s inspection and monitor over the use condition of the line of credit and relevant production and operation, financial activities;
3. In case Party A executes with the guarantor hereunder any counter-guarantee contract or similar contract, it shall not impair any rights of Party B hereunder;
4. In case of any conditions which may influence the financial position and performance capacity of Party A or the guarantor hereunder, including but not limited to the split-up, merging, pooling, joint venture with foreign investors, cooperation, contract operation, reconstruction, transformation, planning for listing etc of its business manner in any form, reduction of registered capital, significant asset or equity transfer, bearing of significant indebtedness, setup of new significant liability on the collateral, seal-up of the collateral, wind-up, revocation or (being applied) application for bankruptcy etc, or engaging in any significant litigation or arbitration cases, Par...
Representations and commitments relating to the real estate owned by the Contributing Company
(i) Draw up and sign first, any supplemental instruments or documents rectifying this Agreement and any other supplemental or rectifying documents and second, any declarations of ownership permitting the accomplishment of the formality of real property disclosure of the transfers of assets included in this contribution;
(ii) If applicable, draw up any supplemental and rectifying description of the real estate contributed to repair any omission or error in the prior description and for the purpose of accounting for any real estate transactions of acquisition, sale or exchange that may be currently pending;
(iii) Establish the origin of ownership of the real estate owned by the Contributing Company;
(iv) Report, if applicable, any liens encumbering the real estate;
(v) In addition, to make any rectifications and representations that may be necessary for the purposes of this contribution. The Contributing Company represents that the real estate transferred under this contribution is free of any liens or mortgages.
Representations and commitments. Partner hereby:
(i) represents that Partner is not an entity or person to which the sale of the Products or Maintenance Services for resale to End-Customers is prohibited by the Export Controls; and
(ii) agrees that it shall not export, re-export or otherwise transfer the Products to:
a. any country subject to a United States trade embargo,
b. a national or resident of any country subject to a United States trade embargo,
c. any person or entity to which shipment of Products is prohibited by the Export Controls, or
d. anyone who is engaged in activities related to the design, development, production, or use of nuclear materials, nuclear facilities, nuclear weapons, missiles or chemical or biological weapons.
Representations and commitments. 1. Party B confirms and commits that the following address is Party B’s true and valid address: [ ]. Any documents, notices, or communications sent by Party A and its affiliates to this address shall be considered as effectively delivered to Party B and shall be deemed to have been received on the third day following the date of sending. In cases where such communication leads to difficulties in contact between the parties, the employee shall take responsibility. If Party B changes the above-mentioned address, Party B shall promptly and in writing notify Party A; otherwise, Party B shall bear any resulting losses.
2. Neither party may assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party.
3. Both parties agree that the non-competition restrictions specified in this Agreement, including their content, scope, obligations, geographic scope, and duration, are fair and reasonable. These provisions are necessary to protect Party A and its affiliates in fully utilizing their Confidential Information for their business operations.
4. Both parties agree to enforce this Agreement to the maximum extent allowed by law. The invalidity, illegality, or unenforceability of any part of this Agreement shall not affect or diminish the validity, legality, and enforceability of the remaining parts of this Agreement.
5. Party B’s confidentiality obligations under this Agreement are obligations that Party B, as an employee of Party A, is obligated to fulfill. Party A is not required to pay any confidentiality fees to Party B. Party B agrees that, under no circumstances, shall Party B be in violation of its confidentiality obligations due to Party A’s failure to pay confidentiality fees.
Representations and commitments. Borrower represents that:
Representations and commitments. The Recipient represents commits to the following as of the Eligible Start Date set forth on the Cover Page and continuing thereafter for the term of this Agreement.
Representations and commitments. X. Xxxxxx and the Department hereby represent, warrant, and covenant that:
1. Each Party has complied with all applicable laws and requirements in connection with the execution, delivery, and performance of this Lease.
2. Each Party is duly authorized to execute and deliver this Lease.
3. This Lease constitutes a legal, valid, and binding obligation of each Party, enforceable in accordance with its terms.
4. Upon expiration or termination of this Lease, title to the improvements constructed or placed on the Property and the fixtures annexed thereto shall immediately vest in and become the property of the Department, as part of the real estate and Property, without any additional compensation therefor and without any instrument of conveyance. Lessee covenants and agrees, upon demand by the Department, on or after termination of the Lease, to execute any instruments requested by the Department to effectuate the conveyance of improvements, utilities, fixtures, and infrastructure constructed or placed on the Property and the fixtures annexed thereto.
5. Each Party undertakes to act with reasonable promptness, so that the other Party can complete its Lease obligations within agreed timelines.
X. Xxxxxx represents, warrants, and covenants to the Department that:
1. Lessee is (a) a corporation duly organized, validly existing and in full force and effect under the laws of the State of California; (b) will validly and legally remain as such throughout the Lease Term; (c) has and will continue to have throughout the Lease Term, full power as a corporation to enter into and perform its obligations under this Lease; and (d) has, or will have prior to the time the same are required by law, and will thereafter maintain throughout the remaining Lease Term, all licenses or other governmental approvals necessary to perform its obligations hereunder.
2. The Lessee’s signing, delivery, and performance of this Lease and its consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Lessee. To the Lessee's knowledge, neither its signing and delivery of this Lease, nor its consummation of the transactions herein contemplated, nor its compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (a) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Lessee or its properties, (b) the constituent do...
