Representations and Guarantees. The Borrower has made to the Lender the following representations, and shall remain in effect during the tenure of this Contract:
6.1 The project and matters for which the Loan is related are in compliance with the laws and regulations.
6.2 The Borrower is legally qualified as a borrower, capable to enter into and execute this Contract.
6.3 The execution of this Contract has obtained all necessary authorization and approval, and the execution and fulfilment of this Contract does not in breach with the Borrower’s articles of association and relevant laws and regulations and does not contradict to terms of other contracts of the Borrower. The major shareholders has jointly and severally provided guarantee to the Lender for the Loan.
6.4 All debts fall due has been settled on time, there is no delay in payment of interest on bank loans with malicious intent.
6.5 There are sound organization structure and financial management system. There is no event of major violation in the past year of operation. There is no major unhealthy record caused by present senior management.
6.6 Documents and information provided to the Lender are true, accurate, complete and valid, where false records, material omission and misleading representation do not exist.
6.7 Financial reports provided to the Lender are prepared in accordance with accounting standard of the PRC and are truly, fairly and completely reflect the Borrower’s operating status indebtedness. Since the date of the latest financial reports, there is no material unfavourable financial change to the Borrower.
6.8 There is no event of litigations, arbitration or compensation conceal from the Lender.
Representations and Guarantees. 3.1 Either party hereto shall make the following representations and guarantees to other parties:
(1) Such party is an independent legal person established in accordance with legal procedures and subsisted effectively with complete relevant procedures or a natural person with the full capacity for civil conducts and rights;
(2) Such party shall be entitled to sign this Agreement and perform the obligations hereunder;
(3) Such party shall have authorized its authorized representatives the right to sign this Agreement and the provisions of this Agreement shall have legally binding effects to it from the effective day;
(4) The signing, submission and performance of this Agreement: (i) shall not have conflicts with the following documents, breach their provisions or breach the following documents after receiving relevant notices or with the passage of time: (A) their business licenses, articles of association, approvals, government approvals on its establishment, the agreements in relation to its establishment or any other guidance documents, (B) any other laws and regulations having binding effects on them, (C) any contracts or other documents to which they are parties in question or having binding effects on them or their assets; (ii) shall not cause their assets to have any mortgages or other encumbrances or make any third parties to be entitled to establish any mortgages or encumbrances on their assets, except the pledge established on the equities of the Target Company in accordance with the Equity Pledge Agreement signed on 23 December 2013 and the exclusive purchasing right established in accordance with the Exclusive Option Agreement; (iii) shall not result in the termination or modification to the provisions of any contracts or other documents to which they are parties in question or having binding effects on them or their assets or cause any other third parties to be entitled to terminate or modify the provisions of such documents; (iv) shall not result in the suspension, revoking, damage, confiscation or unrenewablity upon expiry of any government approvals, licenses, registration etc. applicable to them;
(5) There are no happened and pending lawsuits, arbitrations or other judicial or administrative procedures affecting the ability of such party in performing the obligations hereunder and to its knowledge, no one threat to take the foregoing actions;
(6) The party has disclosed to other parties all documents possibly having significant and adverse ...
Representations and Guarantees. 6.1. Signing the Travel Insurance Policy/ paying an insurance premium and/or issuing a travel Insurance Policy the Policy Holder confirms and guarantees that:
6.1.1 it has provided the Insured with full and comprehensive information on the standard conditions of this Travel Insurance uploaded to the Insurer’s web-site;
6.1.2 it has fully and comprehensively acquainted the Insured with the standard conditions of this Traven Insurance and that the Insured has no claims against these conditions;
6.1.3 it has explained the Insured all the details of all conditions envisaged under this Traven Insurance Agreement and, also, all the obligations and responsibilities which can be imposed on him/her resulting from the above conditions;
6.1.4 it has been provided by the Insurer/Insured with all the necessary information/documentation needed for conclusion of the Tra vel Insurance Agreement in favor of the Insured;
6.1.5 The Travel Insurance Agreement does not involve any obligations and/or records vague or/and unordinary for it or/and Insured;
6.1.6 it has concluded the Travel Insurance Agreement in favor of the Insured in compliance with the conditions of the agreement concluded between itself and the Insurer and has full authority of conclusion and execution of the Insurance Agreement;
6.2 It has fully and duly explained to the Insured that he/she can use the Travel Insurance only in compliance with/in the limits of these standard conditions;
6.3 Signing the Travel Policy the Policy Holder declares and guarantees that a) it has obtained from the Insured all the c onsents necessary for conclusion of the Insurance Agreement and implementation of the insurance in his/her favor and b) it has provided the Insured with the information the Insurer shall fully and unrestrictedly use the authority granted to it in compliance with the procedures envisaged under these standard conditions, including paragraphs 3.1, 3.2 and 3.3;
6.4 It has provided the Insured with the information that early cancellation of the Policy/termination of the Travel Insurance is possible only by the Policy Holder in the case of submission of corresponding documents.
6.5 The standard conditions of this Travel Insurance are drawn up in the Georgian and English languages and the advantage of existence of any difference/deviation or/and interpretation in the standard conditions is granted to the Georgian version.
Representations and Guarantees. The Essential Representations and Guarantees provided by the Investor are correct, true, accurate and updated, as of the date hereof and on the Closing Date. The other representations and guarantees provided by the Investor shall, in all material respects, be true, correct, accurate and updated as of the date hereof and on the Closing Date, except for the representations and guarantees relating to any specific date, which shall be deemed true on the respective date, provided that the Investor is entitled to the right to update the Disclosure Letter under the terms set forth in Clause 7.5.
Representations and Guarantees. The Essential Representations and Guarantees provided by the Easynvest Shareholders are correct, true, accurate and updated, as of the date hereof and on the Closing Date. The other representations and guarantees provided by the Easynvest Shareholders shall, in all material respects, be true, correct, accurate and updated as of the date hereof and on the Closing Date, except for the representations and guarantees relating to any specific date, which shall be deemed true on the respective date, provided that the Easynvest Shareholders is entitled to the right to update the Disclosure Letter under the terms set forth in Clause 7.5.
Representations and Guarantees. No officer, agent, representative or employee of the Trust or of the Trustees, nor anybody other than the Trustees, has authority to make any representations or guarantees concerning the Trust; nor shall any Trustee or officer of the Trust be responsible for or with respect to the validity or sufficiency of the Trust or of the share certificates issued hereunder; nor has any such officer, agent, representative, employee or other person any authority to change the terms and conditions of the Trust or any certificates issued hereunder, or to bind the Trust or its agents by any representation, statement, agreement or interpretation, written or oral, not contained herein or in such certificate.
Representations and Guarantees. 9.1. The BUYER and the SELLER represent and guarantee the following:
9.1.1. They are legal entities in compliance with the applicable legislation and are duly empowered to sign the present Contract.
9.1.2. The persons signing the present Contract on behalf of the BUYER and the SELLER have a full power and authority to do so, their signing authority has been duly attested to, and all the measures necessary in accordance with the Charter and other constituent documents and applicable legislation have been taken so that the present Contract is signed by the BUYER and the SELLER in accordance with the established procedure and comes into legal force making it possible to enforce its provisions, if necessary.
9.1.3. Signing of the present Contract neither violates, nor contradicts the rights of any third person, at the time of signature of the present Contract, nor violates any legislation or any right or agreement applicable to the BUYER and the SELLER or their respective property.
9.1.4. They have the financial resources sufficient to meet the obligations under the present Contract.
9.1.5. The BUYER and the SELLER guarantee that neither this Contract nor any other document, statement or financial information provided in connection with this Contract contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
Representations and Guarantees. 6.1. The Parties represent and warrant that:
(i) neither the signature of this Agreement nor the implementation of the rights and obligations hereunder violate any regulation, law, act, contract to which they are a party or require the consent of third parties; and
(ii) its representatives have all the necessary authorizations and have full capacity and power to execute this Agreement and to carry out all the operations set forth herein and perform all the obligations undertaken herein.
Representations and Guarantees. 1.1 The Borrower represents and guarantees that:
1.1.1. being a legal entity according to the legislation of the Republic of Kazakhstan, it is entitled to sign this Agreement on its own behalf;
Representations and Guarantees. 9.1. By using the Platform, and / or the Services, and / or the Third Party Services the User shall give the following guarantees:
9.1.1. The User has read and understood the Terms and Conditions and the Agreement as a whole.
9.1.2. The User realizes that purchase of Tokens in no way may be considered as investing, as well as that the Services, Third Party Services subject to licensing are not rendered on the Platform;
9.1.3. The User has sufficient understanding of the functions of storage, mechanisms of transfer and other physical characteristics of virtual assets built on the basis of blockchain technology, mechanisms of Token (Wallets) storage, blockchain technology, ways of using it, in order to understand and comply with all the Terms and Conditions of this Agreement, to estimate risks and consequences of receiving Tokens;
9.1.4. The User realizes that purchase of Tokens, Services, Third Party Services represent solely the right to access and use the Platform, as well as the rights to receive bonuses or other rights directly provided for by a particular Service, Third Party Service and do not grant any additional rights in any form with regard to the Platform, Company or its corporate divisions, including without limitation any forms of voting, distribution, release from liability, as well as any other financial or legal rights;
9.1.5. For the purpose of FATCA the User gives the following representations:
9.1.5.1. The User is not a taxpayer of the USA;
9.1.5.2. The User does not have the Global Identification Intermediary Number (GIIN) of the US Internal Revenue Service, and the User is not currently being registered in the US Internal Revenue System portal for the purpose of the GIIN assignment;
9.1.5.3. The User does not act as an intermediary (does not work under the suretyship, commission, trust management, agency contracts (or other civil contracts) to the benefit of the third parties) of a USA resident or any other person;
9.1.5.4. The User is not a disregarded entity.
9.1.6. The User shall exchange his own virtual assets for Tokens, or buy other Services, Third Party Services only for the purpose of access and right to use the Platform, receiving bonuses, as well as for the correct functioning of the Platform (support of development, testing, enhancement and operation of the Platform), realizing all the commercial risks related to the Company and the Platform. The user does not exchange Tokens for investing, speculative or other financial purposes, ...
