Representations and Undertakings. 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.
2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.
2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust.
2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.
Representations and Undertakings. 2.1 You represent and undertake to us as fundamental conditions of this Agreement that:
2.1.1 you are validly existing and have the power to enter into this Agreement and that the execution of this Agreement by you has been validly authorised;
2.1.2 the obligations imposed on you under this Agreement constitute valid legal and binding obligations enforceable against you in accordance with these terms;
2.1.3 neither the execution of this Agreement by you nor the performance of any of its obligations under it will:
(a) conflict with or result in any breach of any law or enactment or any deed, agreement or other instrument, obligation or duty by or to which you are bound; or
(b) exceed any limitation on any of your powers or on the right or ability of your directors or officers to exercise such powers;
2.1.4 you are not in default under any law or regulatory obligation or under any deed, agreement, other instrument, obligation or duty by or to which you are bound so as to adversely affect your ability to perform your obligations under this Agreement;
2.1.5 all Consents and Accreditations (if any) required in connection with the execution, delivery, issue, validity or enforceability of this Agreement and the lawful and proper carrying out of the Project and/or to enable you to award qualifications to participants (where appropriate to the Project Activities) have been obtained and have not been withdrawn and all such Consents and Accreditations shall be maintained and complied with during the Project Period (and thereafter to the extent required by law);
2.1.6 no litigation, nor any administrative or arbitration proceedings before any court, tribunal, Government authority or arbitrator are taking place, pending or (to your knowledge, information and belief) are threatened against you, or against any of your assets, which might have a material adverse effect on your business, assets, condition or operations, or might affect adversely your ability to perform your obligations under this Agreement;
2.1.7 all information documents and accounts submitted by you or on your behalf to us for appraisal in relation to the Project and/or created for the purposes of this Agreement including (without limitation) information contained in the Agreed Proposal and De Minimis Aid Disclosure Form (if applicable) were, when given, and continue to be true, complete and accurate and not misleading. In addition, no change has occurred since the date on which such information was give...
Representations and Undertakings. 7.1 The Customer makes the representations set out in this clause E7.1 to the Bank on a continuing basis (including, without limitation, on the first day that these China Connect Terms are accepted by the Customer and on each date that it places an order or gives an instruction in respect of China Connect Securities) and such representations shall apply to each transaction conducted under the China Connect Terms:
(a) it is aware of and shall comply with all China Connect Laws and China Connect Rules to which it may be subject;
(b) the execution of any instruction it gives to the Bank shall not result in any breach of any China Connect Laws or China Connect Rules;
(c) it understands and has assessed the risks relating to China Connect and is willing to undertake such risks;
(d) it is not an insider as defined or interpreted under Mainland Chinese laws and it is not in possession of inside information when trading China Connect Securities or procuring others to do so;
(e) i t does not hold more than 5% of the shares of any Mainland China-incorporated company which is listed and traded on any stock exchange in Mainland China; and
(f) in purchasing China Connect Securities, it has no intention to manipulate the market.
7.2 The Customer makes the following representations to the Bank on each date it places an order to sell China Connect Securities:
(a) it does not know of any fact that might impair the validity of such China Connect Securities and it has full authority to receive, deal with and give instructions, authorisations or declarations in respect of the same;
(b) there is no adverse claim to such China Connect Securities; and
(c) there is no restriction on the transfer of such China Connect Securities other than those expressly provided for under the SEHK China Connect Rules or CCASS China Connect Rules.
7.3 The Customer undertakes to the Bank to inform it immediately in writing (and in any event no later than one Business Day after the relevant event) of anything that may potentially render any of the representations in these China Connect Terms inaccurate or misleading.
Representations and Undertakings. 1. The Borrower is a legal entity incorporated, registered and existing under the administration for industry and commerce or other competent authorities and has full capacity of civil rights and conduct to conclude and perform the Contract, and capacity of loan repayment.
2. The Borrower fully agrees to the contents and terms of this Contract, executes and performs this Contract out of true intention, has obtained all legal and valid authorizations required by the Borrower’s Articles of Association and bylaws, and will not be in violation of any agreement, contract, or other legal documents with binding force to the Borrower. The Borrower has obtained or will obtain all the required approval, consent, documentation or registration for executing and performing this Contract.
3. The Borrower is in good faith and all the documents, financial statements, certifications and other information provided by the Borrower to the Lender under this Contract are true, complete, accurate and valid, and free from false records, material omissions or misleading statements. The financial and accounting reports provided to the Lender are prepared in accordance with Chinese accounting standards, and truly, fairly and completely present the Borrower’s operating and liability condition.
4. The transaction background that the Borrower represents to the Lender is real and legal, not for any illegal purposes such as money laundering. The loan purpose and the source of repayment are clear and legal. The loan purpose and the source of repayment are clear and legal.
5. The Borrower has a good credit status, does not have material bad credit record, and does not conceal from the Lender any fact that may affect the Borrower’s and the Guarantor’s financial condition and performance capability. The Borrower does not conceal from the Lender any litigation, arbitration or claim in which it is involved.
6. The borrower has repaid other debts payable as scheduled and has not maliciously defaulted on the payment of principal and interest of the bank loan.
7. The Borrower shall withdraw and use the loan in accordance with the term and purpose agreed herein. The loan borrowed hereunder shall neither be used for the investment in fixed asset and equity and other investments, nor flow into the securities market or the futures market in any form, or be used for other purposes prohibited or restricted by relevant laws and regulations.
8. The Borrower shall deliver its financial statements (includi...
Representations and Undertakings. The employee declares and undertakes as follows:
4.1 That he does not have, nor did he have in the past, any claim against the company for providing services to the company before the date of the commencement of the employment and that he makes an informed and irrevocable waiver of any contention and/or claim against the company based on his employment with the company and/or providing services to the company prior to the date of this agreement.
4.2 That he is not bound by undertakings or any other agreements whatsoever that prevent him from making an undertaking in accordance with the provisions of this agreement and from acting in accordance herewith.
4.3 That to the best of his knowledge he is not in breach of any rights and/or undertakings to his former employer.
4.4 That he has the ability, the skills and the knowledge that are required for the purpose of carrying out the job in accordance with the provisions of this agreement.
4.5 That he will notify the company, immediately and without delay, of any matter or issue in which he and/or his close family have and/or may have a personal interest and/or with regard to which there may be a conflict of interests with his duties and work for the company.
4.6 That he shall not receive any payment and/or other benefit from any third party directly or indirectly with regard to his work in the company. If the employee breaches this clause, then without derogating from the rights of the company pursuant to any agreement or pursuant to law, the amount and/or benefit as aforesaid shall be the property of the company and shall be transferred to it, and the company shall also be entitled to deduct that amount or the value of the benefit from any amount due to the employee from it.
4.7 That within the framework of carrying out his job in the company he shall not act and/or shall not make any representation and/or shall not give any undertaking on behalf of the company and/or shall not take upon himself any undertaking and/or shall not give any guarantee on behalf of the company unless he has prior, written and express instructions from the company and/or its directors and/or his superiors.
4.8 That he agrees and confirms that from time to time he may be required to travel and stay abroad within the framework of his job.
4.9 That in exceptional cases in which there will be a need for this, pursuant to a decision of the company management, the employee will participate in a lie detector (polygraph) test.
4.10 That he un...
Representations and Undertakings. Section 1.1 Each party represents and warrants to the other, with respect to this Agreement and each Option as follows:
(a) it is duly organized and validly existing under the laws of the jurisdiction of its organization;
(b) it has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and has taken all action necessary to authorize such execution and delivery and performance;
(c) this Agreement constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application);
(d) it is entering into this Agreement for its own account as principal, and no other person has a direct or indirect beneficial interest in any Option acquired by it hereunder (for the avoidance of doubt, ownership of the equity interests in a person shall not constitute a direct or indirect beneficial interest in the assets and liabilities of such person for purposes of this representation);
(e) the other party is not acting as a fiduciary, financial or investment advisor for it;
(f) it is not relying upon any representations (whether written or oral) of the other party other than the representations expressly set forth in this Agreement;
(g) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and
(h) no event has occurred or circumstance arisen which constitutes an Event of Default in respect of it.
Section 1.2 Optionee understands and agrees that Optionor is not, and will not be, obligated under any circumstances to repurchase any Option. Optionor may, at its discretion and with the consent of the Optionee, offer to repurchase the Option at any time before the Expiration Date. Optionor understands and agrees that Optionee is not, and will not be, obligated under any circumstances to agree to resell the Option pursuant to any such offer to repurchase.
Representations and Undertakings. (a) Alamo represents that:
(i) it, as well as the Shared Reps employed by Alamo, shall perform the implementation of Clients’ detailing program in a professional, workmanlike manner consistent with industry standards and in conformance with that level of care and skill ordinarily exercised by other competent professional contract service organizations in similar circumstances and in accordance with those specifications and timelines which Alamo and Clients agree to (in writing) and which are not otherwise set forth herein or in the MSA. Alamo shall ensure that its employees or agents complete the Services in a timely manner and in accordance with the terms of this PA.
(ii) the Shared Reps shall not add, delete or modify claims of efficacy or safety of the Products, nor make any changes (including but not limited to, underlining or otherwise highlighting any language or adding any notes thereto) in the Product Literature. Alamo shall only use and shall permit the Shared Reps to only use the Product Literature provided by Client. Alamo and the Shared Reps shall not develop, create, or use any other promotional material or literature or alter Product Literature provided by Client. Alamo shall immediately cease the use of any Product Literature when instructed to do so (in writing) by Client. Alamo shall use the Product Literature only for the purposes of this Agreement.
(iii) it shall not, and shall ensure that all Shared Reps shall not, directly or indirectly, pay, offer or authorize payment of anything of substantial value (either in the form of compensation, gift, contribution or otherwise) to any person or entity in a position to order or purchase the Products contrary to any law;
(iv) it shall not, and shall ensure that all Shared Reps shall not, directly or indirectly, make any representations or warranties relating to the Products that conflict, or are inconsistent with the Food and Drug Administration approved labeling for the Products; and
(v) it shall ensure that each Shared Rep shall promote, market and sell the Products in accordance with all applicable laws;
(b) Clients represent individually that:
(i) it recognizes that for Alamo to comply with its obligations hereunder, it shall need the good faith cooperation of Client to provide Alamo with the necessary materials and assistance required to enable Alamo to perform the Services;
(ii) the Services being provided by Alamo are in furtherance of Client’s program of marketing and promoting the Produ...
Representations and Undertakings. On the date when this Agreement is concluded and each date when the Purchased Equity or Purchased Assets hereunder are transferred, Party B and Party C hereby jointly and separately represent and undertake to Party A that:
3.1 They have complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently serve as a party in litigation. Moreover, they have the authority and power to enter into and deliver this Agreement and any Transfer Contracts and perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to sign the Transfer Contracts that are consistent with the terms and conditions of this Agreement when Party A or the Designees exercise the Exclusive Option to Purchase Equity or the Exclusive Option to Purchase Assets. This Agreement and the Transfer Contracts constitute or will constitute their legal, valid and binding obligations and may be enforceable against them in accordance with the terms and conditions thereof;
3.2 Neither the signing and delivery of this Agreement or any Transfer Contract or the obligations under this Agreement or any Transfer Contract shall: (i) cause any breach of any applicable law in China; (ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause any breach of any contract or instrument to which they are a party or which are binding on them, or any breach of any contract or any breach under any contract or instrument to which they are a party or which are binding on them; (iv) cause any breach of any term or condition according to which any license or permit is awarded to any Party or according to which such license or permit will continue to be valid and effective; or (v) result in the suspension or revocation or imposition of additional conditions to any license or permit issued to any Party;
3.3 Party B has good and marketable ownership of Party C’s equity it owns. Except for Party B’s Equity Pledge Agreement, Party B has no security rights and interests in such equity;
3.4 Party C has good and marketable ownership of all of its assets and does not have any security interest in the said assets.
3.5 Party C has no outstanding debts, except for: (i) the debts incurred in the normal course of business, and (ii) the debts that have been disclosed to Party A and agreed upon by Party A in writing; There are no pending or possible litigation, arbitration or administrative pro...
Representations and Undertakings. 4.1 Party A represents and undertakes that:
4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.
4.1.2 The signature and performance by Party A of this Agreement are supported by its qualification as a legal person and are within its Business Scope; Party A has adopted necessary measures as a corporate and has been appropriately authorized, and has obtained the consent and approval of the relevant third Parties and governmental authorities, without violating the laws or other restrictions binding or affecting Party A.
4.1.3 This Agreement shall constitute legal, valid and binding obligations of Party A and can be enforceable against Party A in accordance with the terms and conditions of this Agreement.
4.2 Party B represents and undertakes that:
4.2.1 Party B, a domestic-funded company, is registered in China, and is approved and licensed by competent governmental agencies in China to engage in business information consultation, enterprise management consultation, computer technology development, transfer, consultation services, market information consultation and investigation(in the case of business categories subject to approval by competent authorities, it may not engage in business in such categories until and unless it obtains such approval).
4.2.2 The signature and performance by Party B of this Agreement are supported by its qualification as a legal person and are within its Business Scope; Party B has adopted necessary measures as a corporate and has been appropriately authorized, and has obtained the consent and approval of the relevant third Parties and governmental authorities, without violating the laws or other restrictions binding or affecting Party B.
4.2.3 This Agreement shall constitute legal, valid and binding obligations on Party B and can be enforceable against Party B in accordance with the terms and conditions of this Agreement.
Representations and Undertakings. The following representations and undertakings are made by the Borrower to the Lender at the time when this Contract is signed remain valid during the tenure of this Contract.
1. The Borrower is an independent legal entity, possesses the capability to assume rights and obligations, and has the ability to carry out obligations under this Contract and assume civil responsibility.
2. The Borrower has the right to execute this Contract and has signed this Contract and exercised all necessary duties under this Contract to obtained authorizations and approvals from the shareholders, board of directors and other authorities. The terms and conditions contained in this Contract represented the Borrower’s true intent and legally binding on the Borrower.
3. The signing and execution of this Contract by the Borrower will not be in breach of the laws of which the Borrower is subjected to (the laws referred herein and hereunder include laws, rules, regulations, local laws, and judicial interpretation, etc). Relevant documents, judgments and adjudications from relevant authorities do have contradict to the Borrower’s articles of association or contract and agreements signed by the Borrower, or any other obligations undertook by the Borrower.
4. The Borrower undertakes that all financial reports, if any, presented are in compliance with the laws of the People’s Republic of China. (For the purpose of this Contract, do not include laws in Hong Kong and Macau Special Administrative Regions and Taiwan region). The financial reports are true, complete and fairly reflect the Borrower’s financial status. The Borrower guarantee that all materials, information and documents, including both the Borrower and the Guarantor, provided to the Lender by the Borrower in the course of signing and execution of this Contract are true, valid, accurate and complete without any concealment of facts.
5. The Borrower guarantee that all materials, information and documents, including both the Borrower and the Guarantor, provided to the Lender by the Borrower in the course of signing and execution of this Contract are true, valid, accurate and complete without any concealment of facts, and the Borrower has complied with the principles of honesty and integrity.
6. The Borrower undertakes to complete all filings, registrations or any other procedures, and to bear all related costs and expenses, that are necessary for this Contract to remain valid and can be legally executed.
7. Subsequent to the date...
