Common use of Representations and Undertakings Clause in Contracts

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 of latest audited financial statements, there have been no significant negative changes on the Borrower’s operations and financial status. 8. Business activities are carried out in strict compliance with laws and regulations, and strictly adhere to the operating scope as stated in business license or laws; timely renewal of annual inspection; and that the operations are legal and qualified and has the ability to sustain its operations, and possesses legitimate source of financing for the repayment of the loan. 9. Shall not forfeit any matured claims on debts, and shall not dispose of existing substantial assets at no cost or any other inappropriate method. 10. The Borrower has already disclosed to the Lender important facts and circumstances known or should have known to the Borrower, which are essential for the Lender to determine whether the loan should be granted under this Contract. 11. The Borrower undertakes that, it has not and will not be any delay in payments by the Borrower, including but not limited to salaries, medical expenses, disability subsidies, compassionate payments and compensation of employees, on the date of signing of this Contract and during the tenure of this Contract. 12. The Borrower undertakes that it is of sound credit status and there xxxx no significant adverse records. 13. The Borrower undertakes that situations or events which will or may have a material and adverse impact on the ability of the Borrower in execution of this Contract do not exist.